WeedHire International, Inc. - FORM S-1/A

Attached files

file	filename
EX-5.1 - OPINION - WeedHire International, Inc.	anyt_ex51.htm
EX-23.1 - CONSENT - WeedHire International, Inc.	anyt_ex231.htm

As filed with the Securities and Exchange Commission on October 25, 2011

Registration No. 333-174109

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

AMENDMENT NO. 4 TO THE

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ANYTHINGIT INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

7379

(Primary Standard Industrial Classification Code Number)

22-3767312

(I.R.S. Employer Identification Number)

17-09 Zink Place

Unit 1

Fair Lawn, NJ 07410

(877) 766-3050

(Address, including zip code, and telephone number,

including area code, of registrant's principal executive offices)

Mr. David Bernstein

Chief Executive Officer

AnythingIT Inc.

17-09 Zink Place

Unit 1

Fair Lawn, NJ 07410

(877) 766-3050

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

———————

with a copy to:

James M. Schneider, Esq.

Schneider Weinberger LLP

2200 Corporate Boulevard N.W., Suite 210

Boca Raton, Florida 33431

telephone (561) 362-9595

telecopier (561) 362-9612

As soon as practicable after this registration statement becomes effective

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: R

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	R

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount To Be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price		Amount of Registration fee(5)

Common stock, par value $0.01 per share 1		16,962,500	$	0.10	$	1,692,250	$	197
Common stock, par value $0.01 per share 2		8,332,500	$	0.15		1,249,875		145
Common stock, par value $0.01 per share 3		5,912,500	$	0.25		1,478,125		172
Common stock, par value $0.01 per share 4		8,090,460	$	0.10		809,046		94
Total		39,297,960					$	608

———————

Includes 15,875,000 shares which are presently outstanding and 1,087,500 shares issuable upon the exercise of the placement agent warrants. The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not quoted or listed on any trading market. In accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our stockholders in recent private offerings. The offering price of $0.10 per share is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

2	Represents shares of common stock issuable upon the exercise of common stock purchase warrants with an exercise price of $0.15 per share.

3	Represents shares of common stock issuable upon the exercise of common stock purchase warrants with an exercise price of $0.25 per share.

4	Represents shares of our common stock issuable as interest payments and shares of our common stock issuable upon the conversion of principal due under 12% convertible promissory notes which are convertible at $0.10 per share.

5	Previously paid.

To the extent permitted by Rule 416, this registration statement also covers such additional number of shares of common stock as may be issuable as a result of the anti-dilution provisions of the warrants and 12% convertible promissory notes in the event of stock splits, stock dividends or similar transactions.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED OCTOBER 25, 2011

PROSPECTUS

AnythingIT Inc.

39,297,960 shares of Common Stock

This prospectus relates to periodic offers and sales of 39,297,960 shares of our common stock by the selling security holders, including 16,962,500 shares of our common stock which are presently outstanding or issuable upon the exercise of the placement agent warrants, 8,090,460 issuable as payment of interest and upon the conversion of our 12% convertible promissory notes and 14,245,000 shares of our common stock issuable upon the possible exercise of warrants with exercise prices ranging from $0.15 to $0.25 per share.

We will not receive any proceeds from the sale of the shares by the selling security holders. To the extent the warrants are exercised on a cash basis, we will receive proceeds of the exercise price.

Our common stock is presently not quoted or listed on any trading market. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock. The shares of our common stock may be offered and sold by selling security holders at a fixed price of $0.10 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurances that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.

For a description of the plan of distribution of these shares, please see page 31 of this prospectus.

____________________

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 3 of this prospectus to read about the risks of investing in our common stock.

____________________

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

____________________

The date of this prospectus is ______, 2011

ABOUT THIS PROSPECTUS

You should only rely on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

OTHER PERTINENT INFORMATION

We maintain our web site at www.anythingit.com. Information on this web site is not a part of this prospectus.

All share and per share information contained herein gives effect to a 50:1 forward stock split of our outstanding common stock effective in June 2010.

Unless specifically set forth to the contrary, when used in this prospectus the terms “AnythingIT", "we", "us", "our" and similar terms refer to AnythingIT Inc., a Delaware corporation, “fiscal 2011” refers to the year ended June 30, 2011, “fiscal 2010” refers to the year ended June 30, 2010 and “fiscal 2012” refers to the year ending June 30, 2012.

PROSPECTUS SUMMARY

About Us

Our principal executive offices are located at 17-09 Zink Place, Unit 1, Fair Lawn, NJ 07410 and our telephone number is (877) 766-3050. Our fiscal year end is June 30.

SUMMARY OF THE OFFERING

This prospectus covers the resale of a total of 39,297,960 shares of our common stock by the selling security holders, including 16,962,500 shares of our common stock which are presently outstanding or issuable upon the exercise of placement agent warrants, 8,090,460 issuable as payment of interest and upon the conversion of our 12% convertible promissory notes and 14,245,000 shares of our common stock issuable upon the possible exercise of warrants with exercise prices ranging from $0.15 to $0.25 per share.

Our common stock is presently not quoted or listed on any trading market. The selling security holders have not engaged any underwriter in connection with the sale of their shares of common stock. The shares of our common stock may be offered and sold by selling security holders at a fixed price of $0.10 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. At such time as our common stock is quoted on the OTC Bulletin Board, selling security holders may resell their shares from time-to-time, including through broker-dealers, at prevailing market prices. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We will not receive any proceeds from the resale of our shares by the selling security holders. To the extent the warrants are exercised on a cash basis, we will receive the exercise price of the warrants. We will pay all of the fees and expenses associated with registration of the shares covered by this prospectus.

Common Stock:

Outstanding Prior to this Offering:

104,458,636 shares of common stock on September 30, 2011.

Common Stock Reserved:

An aggregate of 35,422,960 shares of our common stock, including 1,087,500 shares issuable upon the exercise of the placement agent warrants, 8,090,460 shares issuable upon the possible conversion of 12% convertible promissory notes and as interest payments on these notes, 12,000,000 shares reserved for issuance under our 2010 Equity Compensation Plan and 14,245,000 shares issuable upon the exercise of warrants with exercise prices ranging from $0.15 to $0.25 per share. The resale of 23,422,960 shares issuable upon the exercise of the placement agent warrants, as interest and upon conversion of the 12% convertible promissory notes and upon the exercise of warrants are covered by this prospectus.

Common Stock

Outstanding After this Offering:

127,881,596 shares of common stock, assuming the issuance of 1,087,500 shares upon the exercise of the placement agent warrants, 8,090,460 shares of our common stock upon as interest and upon the conversion of the 12% convertible promissory notes and 14,245,000 shares of our common stock issuable upon the exercise of common stock purchase warrants at exercise prices ranging from $0.15 to $0.25 per share, the resale of which is covered by this prospectus, but giving no effect to the possible issuance of shares under our 2010 Equity Compensation Plan.

SELECTED FINANCIAL DATA

The following summary of our financial information for fiscal 2011 and fiscal 2010 which have been derived from, and should be read in conjunction with, our financial statements included elsewhere in this prospectus.

Income Statement Data:

	Year Ended June 30,
	2011				2010

Net sales		$	4,533,742		$	4,278,095
Gross profit			1,830,289			2,283,026
Total operating expenses			2,191,795			1,726,172
Net income (loss)		$	(415,939	)	$	543,700

Balance Sheet Data:

	June 30,		June 30,
	2011		2010

Working capital (deficit)	$	653,698	$	60,150
Cash	$	1,270,721	$	538,642
Total current assets	$	2,093,488	$	847,306
Total assets	$	2,252,907	$	905,508
Total current liabilities	$	1,439,790	$	787,156
Total liabilities	$	1,890,952	$	823,557
Total stockholders' equity (deficit)	$	361,955	$	81,951

RISK FACTORS

An investment in our common stock involves a significant degree of risk. You should not invest in our common stock unless you can afford to lose your entire investment. You should consider carefully the following risk factors and other information in this prospectus before deciding to invest in our common stock.

WE MAY NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON ACCEPTABLE TERMS. IF WE CANNOT RAISE ADDITIONAL CAPITAL AS NEEDED, OUR ABILITY TO GROW OUR COMPANY COULD BE IN JEOPARDY.

Capital is needed for the effective expansion of our business. Our future capital requirements, however, depend on a number of factors, including our ability to internally grow our revenues, manage our business and control our expenses. We believe our current working capital will be sufficient to fund our existing operating expenses for approximately the next 12 months, absent a significant growth in our operations. However, in order to fully implement our growth strategy, we will need to raise additional capital. We do not have any firm commitments to provide any additional capital and we anticipate that we will have certain difficulties raising capital given the limited operating history of our company and the illiquid nature of an investment in our company. Accordingly, we cannot assure you that additional working capital will be available to us upon terms acceptable to us. If we are subsequently unable to raise additional funds as needed, our ability to grow our company is in jeopardy.

WE ARE SUBJECT TO RISKS THAT OUR INVENTORY MAY DECLINE IN VALUE BEFORE WE SELL IT OR THAT WE MAY NOT BE ABLE TO SELL THE INVENTORY AT THE PRICES WE ANTICIPATE.

We purchase and warehouse inventory, most of which is excess, used and off-lease, "as-is" and refurbished mainframes and associated peripherals, midrange computers and personal computer (PC) equipment and related IT products. As a result, we assume inventory risks and price erosion risks for these products. These risks are especially significant because computer equipment generally is characterized by rapid technological change and obsolescence. These changes affect the market for refurbished or excess inventory equipment. Generally, our inventory holding period ranges from 60 to 90 days during the fiscal 2011 and fiscal 2010. Our success will depend on our ability to purchase inventory at attractive prices relative to its resale value and our ability to turn our inventory rapidly through sales. If we pay too much or hold inventory too long, we may be forced to sell our inventory at a discount or at a loss or write down its value, and our business could be materially adversely affected. In addition, fluctuations in the inventory holding periods and prices of the inventory impact our gross profit margins. For example, our gross profit margin in fiscal 2011 was 40% as compared to 53% in fiscal 2010. The fluctuations in our margins are expected to continue, which will impact our results of operations in future periods

DECLINING PRICES FOR NEW COMPUTER EQUIPMENT COULD REDUCE DEMAND FOR OUR PRODUCTS.

The cost of new computer equipment, particularly personal computers, has declined dramatically in recent years. As the price of new computer products declines, consumers may be less likely to purchase “as-is” or refurbished computer equipment unless there is a substantial discount to the price of the new equipment. Accordingly, the price at which we sell "as-is" equipment to remarketers can decline. As prices of new products continue to decrease, our revenue, profit margins and earnings could be adversely affected. There can be no assurance that we will be able to maintain a sufficient pricing differential between new products and our "as-is" or refurbished products to avoid adversely affecting our revenues, profit margins and earnings.

WE DEPEND ON FEDERAL GOVERNMENT CONTRACTS AND A LOSS OF SALES FROM THESE CONTRACTS WILL ADVERSELY AFFECT OUR SALES AND GROSS MARGINS, OPERATING RESULTS AND CASH FLOWS IN FUTURE PERIODS.

For fiscal 2011, we derived approximately 11.2% of our sales from the Federal Government or as subcontractors to prime contractors under Federal Government contracts. In the future we expect to continue to derive material amounts of our sales from work performed under Federal Government contracts. Those contracts are conditioned upon the continuing availability of Congressional appropriations. Congress usually appropriates funds on a fiscal year basis even though contract performance may extend over many years. Concerns about increased deficit spending, along with continued economic challenges, continue to place pressure on Federal customer budgets. Shifts in domestic spending and tax policy, the affordability of our services, general economic conditions and developments, and other factors may affect a decision to fund or the level of funding for existing or proposed programs. Changes in Federal Government spending policies or budget priorities may also directly affect our financial performance. Among the factors that may materially harm our business are:

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a significant decline in spending by the Federal Government in general or by specific departments or agencies in particular,

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changes in the structure, composition and/or buying patterns of the Federal Government,

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the adoption of new laws or regulations changing procurement practices, or

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delays in the payment of our invoices by government payment offices.

These factors may cause Federal Government agencies and departments to reduce their purchases under contracts, to exercise their right to terminate contracts, or not to exercise options to renew contracts, any of which would cause us to lose future revenue. If our sales to Federal Government agencies or to prime contractors under Federal Government contracts should decline in future periods, our results of operations would be materially adversely impacted.

THE INDUSTRY IN WHICH WE COMPETE IN IS HIGHLY COMPETITIVE.

We face intense competition in each area of our business, and many of our competitors have greater resources and a more established market position than we have. Our primary competitors include:

●

privately and publicly owned businesses such as Redemtech, Intechra and Solectron that offer asset management and end-of-life product refurbishment and remarketing services; and

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major manufacturers of computer equipment such as, Dell Computer Corporation, Hewlett Packard and IBM, each of which offer "as-is", refurbished and new equipment through direct sales personnel, through their websites and direct e-mail broadcast campaigns.

Most of our competitors have longer operating histories, larger customer or user bases, greater brand name recognition and significantly greater financial, marketing and other resources than we do. Many of these competitors already have an established brand name and can devote substantially more resources to increasing brand name recognition and product acquisition than we can. Our competitors may be able to secure products from sources of supply on more favorable terms, fulfill customer orders more efficiently or adopt more aggressive price or inventory availability policies than we can. We also anticipate that competition will intensify if prices for new computers continue to decrease. There are no assurances we will ever effectively compete in our industry.

OUR MANAGEMENT HAS NO EXPERIENCE IN OPERATING A PUBLIC COMPANY.

Our executive officers and directors have no experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their lack of experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage to us in that it is likely that an increasing amount of their time will be devoted to these activities which will result in less time being devoted to the management and growth of our company. It is possible that we will be required to expand our employee base and hire additional employees, such as a chief financial officer experienced in public company financial reporting, to support our operations as a public company which will increase our operating costs in future periods.

WE HAVE NOT ASSESSED THE EFFECTIVENESS OF OUR DISCLOSURE CONTROLS AND PROCEDURES OR OUR INTERNAL CONTROL OVER FINANCIAL REPORTING AND THERE ARE NO ASSURANCES EITHER OF THESE ARE EFFECTIVE. IF THERE IS A MATERIAL WEAKNESSES IN EITHER, THERE ARE NO ASSURANCES THAT OUR FINANCIAL STATEMENTS WILL NOT CONTAIN ERRORS WHICH COULD REQUIRE US TO RESTATE OUR FINANCIAL STATEMENTS.

Following the effectiveness of the registration statement of which this prospectus is part, we will be required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 and thereafter to report on a quarterly basis, in our quarterly and annual reports which we will file the SEC, our management’s conclusion regarding the effectiveness of our disclosure controls and procedures. In addition, in our annual report for 2012 we will also become subject to SEC rules which will require us to include a report of our management in our annual report on the effectiveness of internal control over financial reporting. However, as we will in all likelihood be a smaller reporting company when we are first required to provide this report, we will be exempt from the auditor attestation requirements concerning our report at the time the first report is issued, and will remain exempt from those attestation requirements so long as we remain a smaller reporting company.

As we are not presently subject to these rules, our management has not conducted an assessment of the sufficiency of our disclosure controls and procedures for any period nor have we begun evaluating our internal control systems in order to allow our management to report on our internal control over financial reporting. In addition, our executive officers and directors lack expertise relating to financial and accounting matters which will make our transition to compliance with these rules more challenging. Once our management undertakes these assessments and evaluations, there are no assurances our management will conclude that either our disclosure controls and procedures and/or our internal control over financial reporting are effective, and that there are not significant deficiencies and/or material weaknesses in either or both. A material weakness is a deficiency, or a combination of deficiencies, so that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. In the event we identify significant deficiencies and/or material weaknesses in our disclosure controls and procedures and/or our internal control over financial reporting, there are no assurances that our financial statements will not contain one or more errors which will require us to restate those financial statements. If we cannot remediate these significant deficiencies and/or material weaknesses in a timely manner, or if we are required to restate our financial statements, investors and others may lose confidence in the reliability of our financial statements which would adversely impact our ability to grow our company.

IF WE ARE UNABLE TO ATTRACT AND RETAIN SUFFICIENT PERSONNEL, OUR ABILITY TO OPERATE AND GROW OUR COMPANY WILL BE IN JEOPARDY.

We believe that there is, and will continue to be, intense competition for qualified personnel in our industry, and there is no assurance that we will be able to attract or retain the personnel necessary for the management and development of our business. Turnover can also create distractions as we search for replacement personnel, which may result in significant recruiting, relocation, training and other costs, and can cause operational inefficiencies as replacement personnel become familiar with our business and operations. The inability to attract or retain employees currently or in the future may have a material adverse effect on our business, financial condition and results of operations.

ANY POTENTIAL FUTURE ACQUISITIONS MAY SUBJECT US TO SIGNIFICANT RISKS, ANY OF WHICH MAY HARM OUR BUSINESS.

Our long-term strategy includes identifying and acquiring companies in our industry with operations that compliment ours. Acquisitions would involve a number of risks and present financial, managerial and operational challenges, including:

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diversion of management attention from running our existing business,

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increased expenses including legal, administrative and compensation expenses related to newly hired employees,

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increased costs to integrate the technology, personnel, customer base and business practices of the acquired company with our own,

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potential exposure to material liabilities not discovered in the due diligence process,

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potential adverse effects on our reported operating results due to possible write-down of goodwill and other intangible assets associated with acquisitions, and

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acquisition financing may not be available on reasonable terms or at all.

Any acquired business, technology, service or product may significantly under-perform relative to our expectations, and we may not achieve the benefits we expect from our acquisitions. For all these reasons, our pursuit of an acquisition may cause our actual results to differ materially from those anticipated.

CERTAIN OF OUR OUTSTANDING WARRANTS CONTAIN CASHLESS EXERCISE PROVISIONS WHICH MEANS WE WILL NOT RECEIVE ANY CASH PROCEEDS UPON THEIR EXERCISE.

At September 30, 2011 we have common stock warrants outstanding to purchase an aggregate of 1,295,000 shares of our common stock with exercise prices of $0.15 and $0.25 per share which are exercisable on a cashless basis. This means that the holders, rather than paying the exercise price in cash, may surrender a number of warrants equal to the exercise price of the warrants being exercised. It is possible that the warrant holders will utilize the cashless exercise feature which will deprive us of additional capital which might otherwise be obtained if the warrants did not contain a cashless feature.

IF THE SELLING SECURITY HOLDERS ALL ELECT TO SELL THEIR SHARES OF OUR COMMON STOCK AT THE SAME TIME, THE MARKET PRICE OF OUR SHARES MAY DECREASE.

It is possible that the selling security holders will offer all of the shares for sale. Further, because it is possible that a significant number of shares could be sold at the same time hereunder, the sales, or the possibility thereof, may have a depressive effect on the market price of our common stock.

THERE IS NO PUBLIC MARKET FOR OUR COMMON STOCK.

There is no public market for our common stock and there are no assurances a public market will ever be established. While we expect to take steps to secure a quotation of our common stock on the OTC Bulletin Board, following the effectiveness of the registration statement of which this prospectus is a part, this is a lengthy process and there are no assurances we will be successful. Even if our common stock is ultimate quoted on the OTC Bulletin Board, there are no assurances a liquid market for our stock will ever develop.

THERE ARE NO ASSURANCES WE WILL REMAIN A REPORTING COMPANY UNDER FEDERAL SECURITIES LAWS IN THE FUTURE. IN THAT EVENT, INVESTORS IN OUR COMPANY WOULD NO LONGER HAVE PUBLIC ACCESS TO FINANCIAL AND OTHER INFORMATION REGARDING OUR COMPANY.

It is our intention immediately following the date of this prospectus to file a registration statement on Form 8-A with the SEC to register our common stock under Section 12(g) of the Securities Exchange Act of 1934, which will then require us to file annual, quarterly and other reports with the SEC, as well as proxy and information statements, among other filings. We will take this action to ensure that we are a fully reporting company under Federal securities laws and that financial and other information about out company is available to our stockholders and potential investors. We believe that this step will assist us in ultimately establishing and developing a public market for our common stock and thereafter to develop acceptance for company in the marketplace. However, the small number of our current stockholders, the private nature of the offering which led to the registration of the shares we have included in the registration statement of which this prospectus is a part, and the uncertainty regarding the development in the future of an active trading market for our common stock could result in our satisfying the conditions under the Securities Exchange Act of 1934 that would enable us to de-register and terminate or suspend our reporting obligations under Section 12(g). In that event, we would no longer file reports with the SEC and public information on our company would no longer be available to our stockholders. If we satisfy the conditions in the rule, our Board of Directors would be able to take the steps necessary to de-register and terminate or suspect our reporting obligations under Section 12(g) without notice to or consent of our stockholders. While our Board does not currently foresee any circumstances that would lead it to undertake a termination of our reporting obligations, particularly in light of our goals to establish an active trading market for our common stock, if we should terminate or suspend our reporting obligations under Section 12(g) in the future investors in our company would not have available current information concerning our company or certain of the protections afforded under the Securities Exchange Act of 1934 and it is possible that the investor would lose his entire investment in our company.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Various statements in this prospectus contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were -derived from utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to:

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fluctuations in inventory value,

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declining prices of new computer equipment,

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our dependence on sales to the Federal Government or to prime contractors for the Federal Government,

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our ability to effectively compete,

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possible need to raise additional capital,

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the lack of experience of our management in operating a public company,

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our ability to hire and retain sufficient qualified personnel,

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possible material weaknesses in our disclosure controls and internal control over financial reporting,

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risks of integrating acquisitions into our company, and

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the lack of a public market for our common stock.

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this prospectus in its entirety, including the risks described in “Risk Factors.” Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this prospectus, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is currently no trading market for our common stock. As of September 30, there were 104,458,636 shares of our common stock outstanding, held by approximately 51 record owners of our common stock. In addition, at September 30, 2011, we had:

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placement agent warrants exercisable into 1,087,500 shares of our common stock;

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$550,000 principal amount 12% convertible promissory notes which are convertible at any time at the option of the holders into shares of our common stock at a conversion price of $0.10 per share; and

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common stock purchase warrants exercisable into 14,245,000 shares of our common stock with exercise prices ranging from $0.15 to $0.25 per share.

All of our outstanding shares of common stock are “restricted securities” under Rule 144. We have included 16,962,500 shares of our currently outstanding common stock or issuable upon exercise of the placement agent warrants, as well as 8,090,460 shares underlying the 12% convertible promissory notes, which includes shares we may issue as interest payments, and 14,245,000 shares underlying the warrants in the registration statement of which this prospectus is a part.

In general, under Rule 144, as currently in effect, a person, or person whose shares are aggregated, who is not our affiliate or has not been an affiliate during the prior three months and owns shares that were purchased from us, or any affiliate, at least six months previously, is entitled to make unlimited public resales of such shares provided there is current public information available at the time of the resales. After a one-year holding period a non-affiliate is entitled to make unlimited public resales of our shares without the requirement that current public information be available at the time of the resales. A person, or persons whose shares are aggregated, who are affiliates of our company and own shares that were purchased from us, or any affiliate, at least six months previously is entitled to sell within any three month period, a number of shares of our common stock that does not exceed the greater of 1% of the then outstanding shares of our common stock, subject to manner of sale provisions, notice requirements and the availability of current public information about us.

Future sales of restricted common stock under Rule 144 or otherwise or of the shares which we are registering under this prospectus could negatively impact the market price of our common stock should a market develop in the future, of which there is no assurance. We are unable to estimate the number of shares that may be sold in the future by our existing stockholders or the effect, if any, that sales of shares by our stockholders will have on the market price of our common stock prevailing from time to time, should a market develop.

Intent to Become a Fully Reporting Company

Immediately following the date of this prospectus we expect to file a registration statement on Form 8-A with the SEC which will register our common stock under Section 12(g) of the Securities Exchange Act of 1934. This filing will requires us to file annual, quarterly and other reports with the SEC, as well as proxy and information statements, among other filings. It will also obligate our officers, directors and principal shareholders to file reports under Section 16 of the Securities Exchange Act of 1934. We will take this action to ensure that we are a fully reporting company and that financial and other information about out company is available to our stockholders and potential investors.

Dividend Policy

We have never paid cash dividends on our common stock. Under Delaware law, we may declare and pay dividends on our capital stock either out of our surplus, as defined in the relevant Delaware statutes, or if there is no such surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. If, however, the capital of our company, computed in accordance with the relevant Delaware statutes, has been diminished by depreciation in the value of our property, or by losses, or otherwise, to an amount less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets, we are prohibited from declaring and paying out of such net profits any dividends upon any shares of our capital stock until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets shall have been repaired.

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2011. The table should be read in conjunction with the financial statements and related notes included elsewhere in this prospectus.

	June 30, 2011 (unaudited)
Long term liabilities	$	451,162
Preferred stock, $0.01 par value, 5,000,000 shares authorized, 0 shares outstanding		-
Common stock, $0.01 par value, 200,000,000 shares authorized, 104,458,636 shares outstanding		1,044,586
Additional paid-in capital		6,360,285
Accumulated deficit		(7,042,916	)
Total stockholders' equity	$	361,955
Total capitalization	$	813,177

USE OF PROCEEDS

We will not receive any proceeds upon the sale of shares of common stock by the selling security holders. Any proceeds that we receive from the exercise of the outstanding warrants, if exercised on a cash basis, will be used by us for general working capital. The actual allocation of proceeds realized from the exercise of the warrants will depend upon the amount and timing of such exercises, our operating revenues and cash position at such time and our working capital requirements. There can be no assurances that any of the outstanding warrants will be exercised on a cash basis, if at all.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS

AND RESULTS OF OPERATIONS

Overview

We are a provider of green technology solutions to the information technology (IT) industry, managing the equipment needs of our government and commercial clients by buying, reselling, or recycling, in an environmentally and regulatory compliant manner, computers and other technology hardware. We operate in one segment. We generate revenues from:

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fees for data destruction services,

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sales to our remarketing clients who are used IT equipment wholesalers of used IT equipment acquired by us from our redeployment/remarketing programs that offering a second life to IT equipment that may otherwise be discarded, and

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sales to companies that specialize in removing recyclable parts of electronics, or demanufacturers, of used IT equipment acquired by us from our customers which no longer has a usable life.

Our industry is relatively new and our company has grown rapidly during the past few years. We believe that this growth has been driven by both the increasing rate of changes in IT which accelerates the rate at which IT equipment becomes obsolete, the expansion of the remarketing and demanufacutirng segments of our industry and a general increased awareness of the “green” aspect of information technology asset disposition, or ITAD.

We expect the growth of our industry, as well as the growth of our company, to continue in the future. Our business strategy is based upon leveraging our experience and building on our existing business model by expanding our relationships and resources and includes:

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expanding our sources of public and private technology equipment;

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expanding our resources for environmentally compliant recycling, reuse and data storage and destruction; and

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further penetrating the large global market for the resale of useful equipment.

We expect to grow our company both organically and through acquisitions of similar or complimentary businesses. We recently leased an additional 20,600 square feet of warehouse space, effectively doubling our warehouse space during the past 20 months. We believe that this additional space will provide sufficient physical space to store inventory and conduct our operations at the anticipated increasing volume levels for the near future. In an effort to further accelerate our organic growth, we are investing in our relationships with our existing customers through training sessions and other efforts to increase awareness and educate their organizations of the value of practicing sound asset recovery. We are also pursuing additional certifications, including the Recycling Industry Operating Standard (RIOS) responsible recycling R2 practices as well as ISO 14001:2004 Environmental Management System certification for responsible electronics recyclers which are administered by the ISRI Services Corporation and the International Organization for Standardization (ISO), respectively. We have engaged a third party consulting firm which has significant experience to assist us in achieving our goals. The expected completion of these certifications is scheduled to occur by October 30, 2011. We have also engaged this same certifying body to assist us in achieving the ISO 9001 Quality Management Certification as well as the e-Stewards Certification from the Basel Action Network. We expect completion of these additional certification initiatives during the first quarter of 2012. Once received, we believe these industry certifications will assist us in building awareness of the benefits of our services.

We also expect to seek to acquire additional companies whose operations are complimentary to ours, including companies with similar business models located in different geographical areas, and companies that offer different services, such as demanufacturers. Based upon our internal analysis of our industry and our competitors, we believe that there are a number of potential target companies, but we do not have any agreements or understandings to make any acquisitions and there are no assurances our beliefs are correct or that we will ever close any acquisitions.

The biggest challenges we are facing in our organic growth efforts are access to sufficient qualified employees and sufficient capital, both of which are necessary to support the expansion of our business. We have hired additional management personnel and are using a staffing company to provide qualified personnel to fill our technical and labor needs. This approach allows us to control our overhead expenses. While we are located in an area with a good supply of qualified candidates, the process, however, of evaluating the candidates is time intensive for our management and maintaining a sufficiently qualified workforce will continue to be a challenge for us in the near future. Although our recent capital raises have provided the funds necessary to support our recent growth, if we are to continue to implement our growth strategy we will need to raise additional capital. We do not have any commitments for additional capital, and there are no assurances we will be successful in raising any needed capital. Our inability to raise capital as necessary could restrict our further growth.

Results of Operations

Fiscal 2011 as compared to fiscal 2010

Our net sales for fiscal 2011 increased approximately 6% as compared to fiscal 2010. We attribute this increase to sales to our remarketing clients who are IT equipment wholesalers of used IT equipment. Although we were able to substantially grow our sales by approximately 69% in fiscal 2010 from fiscal 2009, during fiscal 2011 the continuation of the generally unfavorable economic conditions in the U.S. coupled with the operating inefficiencies at our warehouse caused by insufficient physical space and staff adversely impacted our ability to continue this substantial growth trend. During fiscal 2010 we increased our customer base by approximately 44% over fiscal 2009 through the addition of approximately 30 new customers, however, the pace of customer expansion in fiscal 2011 was not as aggressive in comparison to fiscal 2010. During fiscal 2011 we expanded our customer base by approximately 19% through the addition of approximately 14 new customers. The average spending level of a new customer in 2011 was approximately $37,000 as compared to approximately $44,000 in fiscal 2010, and the average spending level of an existing customer in fiscal 2011 remained relatively flat at approximately $78,000 as compared to approximately $79,000 during fiscal 2010. The reduced pace of new customer acquisition in fiscal 2011 was attributable in part to our management’s focus on operational improvements to position our company for future growth. During fiscal 2011 we doubled our warehouse space, reconfigured our physical layout and expanded our workforce. The time and effort involved in the physical expansion of our operations and the training of additional employees detracted from our management’s new customer acquisition efforts. Moreover, in the fourth quarter of fiscal 2011 we processed a large order for a new customer. As this order was not shipped until the first quarter of fiscal 2012 sales attributable to it are not reflected in our fiscal 2011 results.

As a result of the additional warehouse space and expanded staff, we now are operating two shifts in our warehouse. We expect our sales in fiscal 2012 to continue to grow from fiscal 2011 levels, both as a result of continued expansion of our customer base and technology advances which are driving ITAD. For example, advances in software, hardware and new operating systems such as Windows 7 are driving ITAD purchases. The expanding use of mobile computing, such as tablets, are also accelerating obsolesce in laptop and desktop computers and display environment and enhanced security concerns and the resulting new software which is being deployed in response to those concerns that may not necessarily run on older hardware are also driving IT decisions by our clients.

In addition, last year the Federal Government announced a data center consolidation program that is projected to result in the closure of up to 1,100 data centers across the United States. During 2012 we will attempt to leverage our existing relationships with the Federal government and prime contractors to the Federal Government to take advantage of the resulting excess inventory which will come from this consolidation as a source of inventory for sale to our remarketing customers. Lastly, the majority of our customers are large enterprise organizations. Our experience is that the increasingly stringent state environmental laws regarding the proper disposal of electronics are having a greater impact on these organizations ITAD policies which provides us with an opportunity to further increase our sales though our RecycleTomorrow program.

The internal results from the first quarter of 2012 have reinforced our belief that we will be able to increase sales in 2012 from 2011 levels. However, because of the continuing uncertainty in the U.S. economy and the possibility of further constrained IT budgets at our government clients, we are unable at this time to predict with any certainty the rate of growth with our existing customers or our ability to capitalize on the opportunities we believe are available to us to expand our customer base during 2012 and beyond.

In addition to the costs assigned to used IT equipment at the time of its acquisition by us, our cost of sales includes freight and warehouse salaries. Cost of sales as a percentage of net sales was 60% for fiscal 2011 as compared to 47% for fiscal 2010. As a result of this variable in our costs of sales, our gross profit declined to 40% for fiscal 2011 as compared to 53% for fiscal 2010. Occasionally, we pay slightly higher values to clients on the resale of equipment in order to secure longer term business from a particular client which can impact our cost of sales from period to period. We expect continued fluctuations in our cost of goods sold as a percentage of net sales during fiscal 2012.

Total operating expenses increased 27% for fiscal 2011 from fiscal 2010. Included in this increase is an increase in selling, general and administrative expense, offset by decreases in bad debt expense and depreciation. During fiscal 2011, selling, general and administrative expense increased 25% from fiscal 2010. Our legal and accounting expenses increased 105% and our consulting expenses increased 287% in fiscal 2011 from fiscal 2010, both of which are primarily attributable to expenses associated with our capital raising efforts during fiscal 2011 as described later in this section. In addition, in January 2011 we issued the Series C Warrants in connection with the sale of the 12% convertible promissory notes. Under generally accepted accounting principles we are required to recognize an expense associated with those warrants because of the beneficial conversion feature of the warrants. We have calculated this expense at $165,579 which is being amortized over the term of the notes. During fiscal 2011 we recognized $34,496 of amortization expense associated with the beneficial conversion feature of the Series C Warrants, and we expect to recognize a similar expense in future periods. During fiscal 2011 we expanded our workforce and leased additional space to accommodate the anticipated growth in our business and operations. These efforts increased our compensation expense by 48%, our insurance by 16% and our rent expense by 60% from the fiscal 2010 levels. While we will need to continue to expand our workforce which will translate to increased compensation and insurance expenses during fiscal 2012, we believe that our current facilities are suitable for our near and mid-term future needs.

Bad debt expense decreased 69% in fiscal 2011 as compared to fiscal 2010. Depreciation decreased 3% in fiscal 2011 as compared to fiscal 2010.

Liquidity and capital resources

Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for cash. At June 30, 2011 we had working capital of $653,698 as compared to working capital of $60,150 at June 30, 2010. The increased working capital at June 30, 2011 is primarily attributable to proceeds we received from sales of our equity described later in this section, together with increases in our inventory and accounts receivable, offset by increases in accounts payable and accrued interest and expenses and a decrease in customer deposits.

Accounts receivable increased 59% at June 30, 2011 from June 30, 2010 which is attributable to timing differences. Our inventories at June 30, 2011 increased 583% from June 30, 2010. Unlike many companies in other businesses which time inventory purchases to maintain an adequate amount of inventory for its anticipated sales, our inventory levels will fluctuate primarily based upon the decommissioning schedules for legacy IT by our clients which determine when we take possession of the used IT equipment. As a result, our inventory levels have historically fluctuated from period to period and we expect that fluctuation to continue in future periods.

Accounts payable increased 128% at June 30, 2011 as compared to June 30, 2010 which is also the result of timing differences. Accrued expenses, which included accrued wages and professional fees, increased 101% at June 30, 2011 from June 30, 2010 primarily as a result of accrued expenses associated with commissions due a salesperson and accrued interest. Customer deposits, which are advance deposits from our remarketing clients, decreased 83% at June 30, 2011 from June 30, 2010 also as a result of timing differences.

Due to related party at June 30, 2010 represents amounts we owed a member of our Board of Directors for the repurchase of shares of our common stock owned by him. This amount was satisfied in fiscal 2011.

We do not presently have any commitments for capital expenditures and our available working capital is sufficient for our needs for at least the next 12 months.

Cash flows

Net cash used by operating activities was $117,812 for fiscal 2011 as compared to net cash provided by operating activities of $159,149 for fiscal 2010. In fiscal 2011 cash was provided by increases in accounts payable, accrued interest, accrued expenses, and deferred revenues, offset by decreases in our net income from operations, increases in accounts receivable and decreases in prepaid expenses and customer deposits.

Net cash used in investing activities for each of fiscal 2011 and fiscal 2010 reflects our purchase of additional equipment.

Net cash provided by financing activities for fiscal 2011 was $944,814 and reflects proceeds we received from our 2010 unit offering and 2011 note offering described below, offset by payments to the related party for the balance of amounts owed for the repurchase of shares of our common stock and payments on our notes payable. Net cash used in financing activities for fiscal 2010 reflects proceeds from the issuance of stock offset by payments to a related party for the repurchase of shares of our common stock and payment on our notes payable.

Recent Financing Transactions

In October 2010, we sold 5,250,000 units of our securities to accredited investors in a private placement which resulted in gross proceeds to us of $525,000. Each unit consisted of one share of our common stock, one Series A Warrant and one Series B Warrant at a purchase price of $0.10 per unit. The terms of the warrants are described later in this prospectus under “Description of Securities.” Forge Financial Group, Inc., then a broker-dealer and member of FINRA, acted as placement agent for us in this offering. As compensation for its services, we paid Forge Financial Group, Inc. a cash commission of $52,500 and issued its designees five year warrants exercisable at $0.10 per Unit that are exercisable on a cashless basis to purchase 10% of the units sold in this offering. We also reimbursed the placement agent $15,000 for its expenses in connection with this offering. We are using the net proceeds for general working capital.

In January 2011 and February 2011 we sold $550,000 principal amount 12% convertible promissory notes to accredited investors in a private placement and issued those investors Series C Warrants to purchase 2,200,000 shares of our common stock resulting in gross process to us of $550,000. The terms of the notes and warrants are described later in this prospectus under “Description of Securities.” Forge Financial Group, Inc. also acted as placement agent for us in this offering. As compensation for its services, we paid Forge Financial Group, Inc. a cash commission of $55,000 and issued its designees five-year warrants to purchase a number of shares of our common stock equal to 10% of the number of shares issuable upon conversion of the notes sold in this offering and 10% of the number of shares of our common stock issuable upon exercise of the Series C warrants sold in this offering, both of which are exercisable on a cashless basis. We are using the net proceeds for general working capital.

In March 2011, we sold 125,000 units of our securities to an accredited investor in a private placement which resulted in gross proceeds to us of $12,500. Each unit consisted of one share of our common stock, one Series D Warrant and one Series E Warrant at a purchase price of $0.10 per unit. The terms of the warrants are described later in this prospectus under “Description of Securities.” Forge Financial Group, Inc. also acted as placement agent for us in this offering. As compensation for its services, we paid Forge Financial Group, Inc. a cash commission of $1,250 and issued its designees five year warrants exercisable at $0.10 per Unit that are exercisable on a cashless basis to purchase 10% of the units sold in this offering. We are using the net proceeds for general working capital.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Critical Accounting Policies

General

The preparation of financial statements requires management to utilize estimates and make judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. These estimates are based on historical experience and on various other assumptions that management believes to be reasonable under the circumstances. The estimates are evaluated by management on an ongoing basis, and the results of these evaluations form a basis for making decisions about the carrying value of assets and liabilities that are not readily apparent from other sources. Although actual results may differ from these estimates under different assumptions or conditions, management believes that the estimates used in the preparation of our financial statements are reasonable. The critical accounting policies affecting our financial reporting are summarized in Note 2 to the financial statements included elsewhere in this prospectus.

Recent Accounting Pronouncements

We have adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on our financial position or results of operations.

OUR BUSINESS

Overview

We are a provider of green technology solutions to the information technology (IT) industry, managing the equipment needs of our government and commercial clients by buying, reselling, or recycling, in an environmentally and regulatory compliant manner, computers and other technology hardware. By delivering cost effective, functional and real-time IT asset management solutions, we believe that we are able to maximize the technology dollars of our clients.

Business Strategy

Our business strategy is based upon leveraging our experience and building on our existing business model by expanding our relationships and resources and includes:

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expanding our sources of public and private technology equipment;

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expanding our resources for environmentally compliant recycling, reuse and data storage and destruction; and

●

further penetrating the large global market for the resale of useful equipment.

We are giving special attention to federal, state and local government and public sector healthcare agencies as a source of legacy IT product. As a result of our GSA schedule award from the General Services Administration, we are approved to service all agencies of the government, including federal, state and local government, healthcare, education and Homeland Security. For the overall management of legacy IT equipment, we have a variety of programs including RecycleToday - immediate environmentally compliant downstream disposition- or RecycleTomorrow™- advanced budgeting for the disposal of equipment in conjunction with new products purchases that will eventually become obsolete from one of our many original equipment manufacturers (OEMs), value-added resellers (VARs) and integrator products, which are infrastructure IT equipment such as hubs, routers, switches.

Acquisition Strategy

We expect that our ability to grow our company will be accelerated by the acquisition of similar high service companies with positions in various geographic and product markets which we believe may be advantageous to us. Our internal research determined that our industry is primarily populated by small, regional companies, many with strong relationships and reputations but without the critical mass, resources or financial market expertise to maximize on their potential or create an exit strategy for their owners. It is our intent to seek to acquire one or more complimentary companies in our space. We believe that there are several potential acquisition targets in the end-of-life IT asset management recycling business which would be synergistic and broaden our overall competiveness. However, as we do not have any agreements or understandings with any third parties regarding the terms and conditions of any future acquisitions, there are no assurances we will be successful in implementing this growth strategy.

The Industry

We believe that the disposal of aging IT assets is becoming increasingly problematic. In 2008 the number of installed PCs worldwide had surpassed 1 billion units, according to Gartner, Inc. Gartner, Inc. analysts estimate the worldwide installed base of PCs is growing just under 12% annually and, at that pace, it will surpass 2 billion units by early 2014. Each personal computer (PC), server, storage system, or IT device retired can pose a data security risk and potential environmental hazard. If not processed properly for disposal, this increasing stream of electronic waste, or E-waste, can have a detrimental impact on the environment. E-waste has been identified by the U.S. Environmental Protection Agency (EPA) as the fastest-growing and potentially most hazardous waste stream in the world. Today, we believe that organizations are looking for solutions to divert this waste from the common waste stream and ensure that the hazardous materials that are resident in electronics do not end up in landfills.

In a recent IDC research report dated June 10, 2010 entitled “ITAD Trends and Outlook” analysts indicate that leading service providers in the area of information technology asset disposition, or ITAD, are focusing on data center consolidations. The report also states that globally there has been a 30% increase in European collection and processing of E-waste in 2009 based on the Waste Electrical and Electronic Equipment (WEEE) Directive. These analysts also believe the rise in volumes of legacy IT is made possible by:

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proliferation of collection points and expanding ITAD sector;

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growing consumer awareness of recycling issues; and

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expanding “best” practices into “common” practices made evident by the requirement by more enterprise organizations to perform data destruction services.

The report notes Fortune 1000 companies are increasingly searching for global solution and face very little offerings. Finally, the report noted that one of the biggest challenges that E-waste service providers face is in customer education more than even the competition against each other.

Products and Services

Our focus is on executing and managing secure, compliant end-of-life IT asset management and disposition services. As part of our services, our reporting systems integrate with our clients existing asset management systems with the goal of providing clear audit trail of the asset and enabling our clients the ability to assess shipping or disposal status, take inventory and generate settlement reports for every returned asset.

We offer a full suite of ITAD services. Our products and services revolve around:

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government mandated IT redeployment Producer Takeback Trade-In and Asset Recovery and Remarketing Programs;

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software requirements of enterprise customers;

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regulatory compliant E-waste processing;

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global logistics management and secure disposal transportation; and

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secure data erasure and destruction.

We believe that our RecycleTomorrow™ is a cornerstone of our product offerings. The program was created as a means to facilitate the bundling of ITAD services on new devices. This is a stock-keeping unit, or SKU, based service that our clients can resell alongside any new equipment sales to their clients. For many organizations, we believe that this program addresses the various funding and budgetary hurdles of achieving regulatory compliance at a reduced recycling services cost. We believe that one inherent advantage of the RecycleTomorrow program is the capability of essentially capitalizing the expense of disposition requirements into the acquisition cost of the new IT asset.

We also provide a range of services that support our customer’s redeployment/remarketing programs, offering a second life to IT equipment that may otherwise be discarded. We believe that extending a product’s lifecycle not only promotes sustainability while reducing total cost of ownership, but contributes toward the basic tenets of waste reduction: reduce, re-use and recycle. As a means of reducing the total project cost and highest return on investment to our customers for their ITAD initiative, we can remarket these assets. We offer clients a number of remarketing options both domestically and internationally. Our services include conducting a detailed analysis of retired equipment, customized business intelligence-based reporting and recommending a course of action. Based upon our experience, we believe we have the unique ability to quickly remarket technology, utilizing our trading network to quickly access buyers and identify the best remarketing opportunities for equipment.

Logistics and transportation services are a significant part of the IT asset disposition process which we provide to our customers. Our customized solutions include:

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secure web-based E-waste pickup request tool;

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onsite packaging and removal;

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optional onsite per system software “padlock” to ensure safe transport of customer data;

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optional onsite IT asset serial number scanning;

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dedicated transport with optional global positing satellite (GPS) tracking; and

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armored truck transport.

We offer data security services focused on proper data erasure and destruction techniques including:

● Data Erasure. All data erasure is done in accordance with U.S. Department of Defense 5220.22M standards at our certified facilities. We believe that data security is the most important aspect of IT asset disposition. To ensure that hard drives are properly sanitized and erased, we have assembled what we believe to be a technologically advanced data erasure system. Our hard drive erasure process is designed to ensure safety through 100% data eradication. We erase hard drives while they are either still in the system or out of the system, on our commercial erasure stations. Our capabilities range from single to bulk erasure schemes utilizing our multiport test systems. All hard drives are system audited by us for erasure, with random samples removed for stand-alone audits. Additionally, we conduct periodic random sampling, and drives are sent to a third-party audit firm to ensure proper hard drive erasure. Once we fully erase a hard drive and it passes our inspection, remarketing may be an option to regain residual value for the system, utilizing our global trading network to provide customers with the highest possible return of their assets. If remarketing is not an option, we will ensure that the drives are properly destroyed through our destruction process.

● Destruction. When erasure of hard drives and data devices is not secure enough, we offer data protection by destroying and shredding disk drives in accordance with National Security Agency (NSA) standards. Hard drive shredding usually occurs when optimal data security is a necessity and a company maintains a zero tolerance for risk. Drives designated for destruction are shredded by us into small particles. The shredded material is then properly recycled in an environmentally friendly manner.

● On-Site Destruction. On-site media destruction is a failsafe option which we believe provides the ultimate data security. With our on-site media destruction services, a truck-mounted mobile shredder is dispatched directly to a facility so that data storage devices never leave a property, ensuring complete control and protection. We follow the same procedures used with off-site hard drive destruction, including shredding the devices into small particles meeting NSA standards and environmentally friendly recycling of the processed particles.

Our Customers

Our mission is to partner with our customers such that they are able to offer “green” initiatives to demonstrate a clear commitment to the community by addressing the environmental, data and even financial impact of the full technology lifecycle. Our customers include:

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the public sector including federal, state and local government agencies;

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original equipment manufacturers (OEMs);

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value added resellers (VARs) and system integrators; and

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end users.

In 2002, we were granted our initial General Services Administration (GSA) Schedule 70 which assists us in selling services to U.S. government agencies. GSA contracts provide government agencies, prime contractors, and state and local governments with an efficient and cost-effective means for buying commercial IT products and services. GSA purchasers may place unlimited orders for products under GSA contracts. In addition, GSA provides access to state and local government agencies to utilize GSA schedules. The terms of these schedules are five years, and our current schedule is subject to renewal in 2012. As a result of the services provided to date, since 2002 we have received U.S. Congressional Recommendations for IT asset management, forensic data scrub (Department of Defense 5220.22M certified), trade-in (Exchange/Sale), donation processing, and disposal services solutions. We sometimes act as a subcontractor for a prime contractor that sells new equipment to government agencies. We have also entered into task order contracts with Federal Government agencies. Task order contracts specify the period of performance, including the number of option periods, and specify the quantity and scope of products and services the Federal agency will acquire under the contract. After award of the master contract, the Federal agency will issue individual task orders, as needed, to address specific defined requirements. Task orders typically include a statement of work and/or a bill of materials that define the services or products the contractor will be obligated to deliver.

We offer our clients several types of contracts to meet their specific needs, including contracts which are for fixed fee-based services for management and recycling of legacy IT such as inventorying, data wiping, logistics, including removal and shipping from client, but do not guarantee a volume, or contracts that are specific to a particular type of product that will be decommissioned by our client over a period of time which anticipate a specified volume of legacy IT equipment, or a combination of these. Generally, the terms of these contracts are for one year with automatic renewals, but may be cancelled by either party upon notice.

During fiscal 2011, three customers represented approximately 42% of our sales (17%, 14% and 11%, respectively) and in fiscal 2010, sales to one customer represented approximately 29% of our revenues.

Regulation

Our operations are located in New Jersey. Companies that are strictly refurbishing electronics for resale or donation do not need an approval from the New Jersey Department of Environmental Protection to operate; however, if the company will be storing any unusable electronics, the company is regulated as a universal waste handler. We are subject to regulation by the State of New Jersey as a small quantity handler of consumer electronic waste, including batteries.

In June 2002, the New Jersey Department of Environmental Protection adopted an amendment to the Universal Waste Rule (UWR) including consumer electronics as a universal waste. Consumer electronics includes the components and sub-assemblies that collectively make up the electronic products and may, when individually broken down, include batteries, mercury switches, capacitors containing polychlorinated biphenyl, or PCBs, cadmium plated parts and lead or cadmium containing plastics. Under the UWR, a generator of consumer electronics is regulated as a small or large quantity handler. A small quantity handler of universal waste accumulates less than 5,000 kilograms (11,000 pounds) of universal waste at any given time. This includes all types of universal waste being generated at the site. A large quantity handler of universal waste accumulates greater than 5,000 kilograms of universal waste at any given time. Demanufacturers of consumer electronics are regulated in New Jersey as Class D recycling centers and are required to obtain a Class D Recycling Center Approval. Large quantity universal waste handlers may not demanufacture electronics and small quantity universal waste handlers are allowed to demanufacture electronics without obtaining a Class D Recycling Center Approval; however, processing or treating the components, for example by crushing or shredding, is prohibited. We are not currently subject to the additional regulations applicable to demanufacturers.

Although there is no standard regulation on the federal level, we have elected to voluntarily pursue the EPA sanctions Recycling Industry Operating Standard (RIOS) responsible recycling R2 practices as well as ISO 14001:2004 Environmental Management System certification for responsible electronics recyclers which are administered by the ISRI Services Corporation and the International Organization for Standardization (ISO), respectively. These are defined as best practices for responsible electronics recycling and environmental management that incorporate EPA-supported requirements and the quality, environmental, and health and safety (QEH&S) management system standard for the recycling industry. We are in the final stages of developing our management systems so that our operations can achieve third party certification to R2 and ISO 14001:2004 practices. We anticipate that our management systems will be consistent with ISO 14001 and OHSAS 18001 incorporating the R2 practices and ISO 14001:2004. We have engaged a third party consulting firm which has significant experience to assist us in achieving our goal. The expected completion of these certifications is scheduled to occur by October 30, 2011. We have also engaged this same certifying body to assist us in achieving the ISO 9001 Quality Management Certification as well as the e-Stewards Certification from the Basel Action Network. We expect completion of these additional certification initiatives during the first quarter of 2012.

Our Employees

As of September 28, 2011, we employed 73 full-time employees and contract personnel, including four employees who are management/business development personnel, 10 who are operational and administrative and 39 who work in technical, four in security and 16 in warehouse fulfillment. We maintain a satisfactory working relationship with our employees.

In March 2011 we successfully concluded negotiations with the United Electrical, Radio and Machine Workers of America union on a collective bargaining agreement. The agreement applies to only four of our technical and warehouse positions, covering employees who were employed by us at the time of the initial union election, and the terms of the agreement do not apply to the balance of our current, or any of our future employees, in accordance with the terms negotiated.

Our Offices

Our principal executive offices are located in approximately 47,900 square feet of commercial and office space. We lease approximately 27,300 square feet of these facilities from an unrelated third party for approximately $192,000 per year base rent plus common area expenses rent under an agreement expiring in March 2018. In May 2011 we leased an additional approximately 20,600 square feet in adjacent premises from the same unrelated third party for an additional approximately $90,000 under a lease agreement expiring in April 2012. We believe that these facilities are suitable for our near and mid-term future.

Our History

Access Direct, Inc., our predecessor company, was formed in September 1992 under the laws of the State of New Jersey. We were formed in October 2000 under the laws of the State of Delaware for the purposes of redomiciling Access Direct to Delaware. In October 2000, we entered into a merger with Access Direct and its stockholders pursuant to which the two entities were merged with our company being the survivor.

Legal Proceedings

We are not a party to, and none of our property is the subject of, any pending legal proceedings. To our knowledge, no governmental authority is contemplating any such proceedings.

Advisory Agreements

In July 2010 we entered into an Independent Consulting and Advisory Agreement with Forge Financial Group, Inc., then a broker-dealer and member of FINRA that served as placement agent for us in our recent private offerings. We engaged it to provide various advisory services to us for a period of July 1, 2010 through June 30, 2013. Under the terms of the agreement, we agreed to pay Forge Financial Group, Inc. a monthly fee of $5,000 and to reimburse it for its expenses under the agreement. In the event it is responsible for introducing us to sources of subsequent financing or to entities that enter into a merger, acquisition, joint venture, strategic alliance or distribution agreement, we agreed to pay Forge Financial Group, Inc. a fee of 10% of the funds invested or loaned to us in the subsequent financing, together with five year warrants exercisable on a cashless basis to purchase 10% of the equity issued, or 5% of the value of the transaction. The agreement contains customary confidentiality and indemnification provisions. Effective April 2011 the Independent Consulting and Advisory Agreement with Forge Financial Group, Inc. was terminated with the mutual consent of the parties and we have no continuing compensation obligations under this agreement.

Effective April 2011 we entered into a Financial and Management Advisory Agreement with Mediterranean Securities Group, LLC, a broker-dealer and member of FINRA. We engaged it to provide various advisory services to us for a period of April 1, 2011 through June 30, 2013. Under the terms of the agreement, we agreed to pay the firm a monthly fee of $5,000 and to reimburse it for its expenses under the agreement. We also agreed to pay the firm a warrant solicitation fee equal to 5% of the warrant exercise price upon the receipt of proceeds from the exercise of our Series A, Series B, Series C, Series D and Series E warrants. In the event it is responsible for introducing us to sources of subsequent financing or to entities that enter into a merger, acquisition, joint venture, strategic alliance or distribution agreement, we agreed to pay the firm a fee of 10% the funds invested or loaned to us in the subsequent financing, together with five year warrants exercisable on a cashless basis to purchase 10% of the equity issued, or 5% of the value of the transaction payable in kind. The agreement contains customary confidentiality and indemnification provisions.

MANAGEMENT

Directors and Executive Officers

The following individuals serve as our executive officers and members of our Board of Directors:

Name	Age	Positions

David Bernstein	41	President, Chief Executive Officer, director
Vlad Stelmak	38	Chief Operating Officer, Secretary, director
Richard Hausig	45	Director

David Bernstein. Mr. Bernstein has served as an executive officer and director of our company and our predecessor since co-founding Access Direct in 1992. Mr. Bernstein established the creation of customized information technology asset management programs for both government and private sector clients that facilitate the disposition/retirement services as a bundled integration solution allowing for complete-end-to-end technology lifecycle services practice. He has created an industry standard utilizing learned best practices in information technology asset management, disposition and disposal services to protect customer data security and environmental liability for both public and private sector marketplaces. Mr. Bernstein was awarded the first General Services Administration Schedule for IT Asset Management/Disposition Services under Schedule 70 - IT Professional Services and has personally received Congressional Recommendations for IT Asset Management, Forensic Data Scrub (Department of Defense 5220.22M certified), Trade-In (Exchange/Sale), Donation processing, and Disposal services solutions. From 2003 until 2006, Mr. Bernstein has served on the Board of Directors of The Computing Technology Industry Association (CompTIA) comprised of over 20,000 members from the information technology reseller and consulting community. He is a graduate of Rider University with a B.S. in Communications.

Vlad Stelmak. Mr. Stelmak has served as an executive officer and director of our company and our predecessor since co-founding Access Direct in 1992. Mr. Stelmak is responsible for the management of global remarketing of both Federal agency and Fortune 1000 IT assets. He instituted best practices in performing IT asset audits/inventory with necessary data capture to ensure highest return on resale value. He has experience in the oversight of all fair market valuations of IT assets and the development with ongoing support of our proprietary fair market valuation index. Mr. Stelmak is responsible for the day-to-day operations of the Global Remarketing sales staff. He supervises the ongoing development and negotiation of new channels of product remarketing/resale. He is also responsible for locating certified EPA/DEP Recycling partners, both domestic and international, and is in charge of oversight of partner and sub-contractor compliance with our standards as well as continued audits of partner practices. Mr. Stelmak is a graduate of New York University with a B.S. in Marketing and International Business.

Richard Hausig. Mr. Hausig has been a member of our Board of Directors since August 2008. Since January 2010 Mr. Hausig has been Chief Operating Officer of Paisa Services, a Columbian outsource services supplier. From May 2003 until August 2009, Mr. Hausig was Chief Operating Officer of MDM Worldwide Solutions, an EDGAR filing agent.

There are no family relationships between any of the executive officers and directors. Each director is elected at our annual meeting of stockholders and holds office until the next annual meeting of stockholders, or until his successor is elected and qualified.

Key Employees

While not executive officers or directors of our company, the following individuals play important roles in our company:

Paul Brundage. Mr. Brundage has served as our Senior Vice President - Sales since August 2002. Mr. Brundage is directly responsible for all sales and marketing programs, as well as several operational departments within our company. Since joining the organization, Mr. Brundage has developed key partnerships and corporate enterprise accounts. Prior to joining our company, Mr. Brundage has held a number of sales and marketing roles with a varied degree of IT discipline. Mr. Brundage is a graduate of New York University, having received a B.A. in Organizational Behavior and Communication, and is the recipient of a Founder’s Day Award for academic excellence.

John S. Esposito. Mr. Esposito has served as our Corporate Counsel since 2001 and devotes approximately 50% of his time to the business and affairs of our company. Mr. Esposito is a practicing attorney admitted in New York and New Jersey as well as the federal courts. His responsibilities for our company include contracts, government relations, business development and technology law. Mr. Esposito received a B.A. from St. John's University in 1981 and his J.D. from Fordham University School of Law in 1984. He was an Assistant District Attorney in the New York County District Attorney's Office from 1984 through 1991.

Ted Knapp. Mr. Knapp recently joined our company as the Director of Security and Compliance, where he will leverage his experience in the IT security and environmental areas to assist us in achieving our regulatory environmental certifications and security requirements. Mr. Knapp’s responsibilities include monitoring facility and processes for loss prevention and also managing and creating policies and procedures for production and safety. He is a veteran of the IT security and laptop industry. He carries with him over 25 years of technical, sales and operational background with over 15 years of experience in the end of life arena. His focus has been to streamline the process and maintain the highest level of quality in production, while adhering to the guidelines of the recycling industry. Mr. Knapp is also the President of Work Vessels for Vets, an all-volunteer movement assisting returning veterans to begin their civilian careers or educational pursuits by acquiring and distributing the necessary start-up tools.

Director Qualification

Our Board of Directors is currently comprised of three individuals, each of whom was a founder of our company. Each of Messrs. Bernstein and Stelmak, who are also our executive officers, have over 20 years experience in management of legacy IT and ITAD services. Mr. Hausig, who is currently an independent director, was also a founder of our company and has significant institutional knowledge about our company and our industry. Our Board concluded that as a result of these directors individual experience, qualifications, attributes or skills that such person should be serving as a member of our Board of Directors as of the date of this prospectus in light of our business and structure. In addition to their individual skills and backgrounds which are focused on our industry as well as financial and managerial experience, we believe that the collective skills and experience of our Board members are well suited to guide us as we continue to grow our company. We expect to expand our Board of Directors in the future to include additional independent directors. In adding additional members to our Board, we will consider each candidate’s independence, skills and expertise based on a variety of factors, including the person’s experience or background in management, finance, regulatory matters and corporate governance. Further, when identifying nominees to serve as director, we expect that our Board will seek to create a Board that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance.

Director Compensation

We have not established standard compensation arrangements for our directors and the compensation payable to each individual for their service on our Board is determined from time to time by our Board of Directors based upon the amount of time expended by each of the directors on our behalf. Currently, executive officers of our company who are also members of the Board of Directors do not receive any compensation specifically for their services as directors. We did not compensate our non-employee director during the 2010 for his services as a director.

Code of Ethics

We have adopted a Code of Conduct that applies to our President, Chief Executive Officer, Chief Financial Officer Chief Accounting Officer or Controller and any other persons performing similar functions. This Code provides written standards that we believe are reasonably designed to deter wrongdoing and promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and full, fair, accurate, timely and understandable disclosure in reports we file with the Securities Exchange Commission. A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as an exhibit to the registration statement of which this prospectus is a part.

Committees of our Board of Directors and the Role of our Board in Risk Oversight

Mr. Bernstein serves as both our Chief Executive Officer and as one of the three members of our Board of Directors. Mr. Hausig is considered an independent director, but we do not have a “lead” independent director. The Board of Directors oversees our business affairs and monitors the performance of management. In accordance with our corporate governance principles, the Board of Directors does not involve itself in day-to-day operations. Our independent director keeps himself informed through discussions with our executive officers and by reading the reports and other materials that we send him and by participating in Board of Directors meetings. At the present stage of our company, our Board believes that in the context of risk oversight, by combining the positions of Chairman of the Board and Chief Executive Officer, the Board gains valuable perspective that combines operational experience of a member of management with the oversight focus of a member of the Board.

We have not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, any committee performing a similar function. The functions of those committees are being undertaken by Board of Directors as a whole. Because we only have one independent director, we believe that the establishment of these committees would be more form over substance.

We do not have a policy regarding the consideration of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees. Further, when identifying nominees to serve as director, while we do not have a policy regarding the consideration of diversity in selecting directors, at such time as we expand our Board, our Board will seek to create a Board of Directors that is strong in its collective knowledge and has a diversity of skills and experience with respect to accounting and finance, management and leadership, vision and strategy, business operations, business judgment, industry knowledge and corporate governance. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our stockholders, including the procedures to be followed. Our Board has not considered or adopted any of these policies as we have never received a recommendation from any stockholder for any candidate to serve on our Board of Directors. Given our relative size, we do not anticipate that any of our stockholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our Board will participate in the consideration of director nominees. In considering a director nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our Board.

None of our directors is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or Board of Directors who:

●

understands generally accepted accounting principles and financial statements,

●

is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,

●

has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements,

●

understands internal controls over financial reporting, and

●

understands audit committee functions.

Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

EXECUTIVE COMPENSATION

The following table summarizes all compensation recorded by us in the past two years for:

●

our principal executive officer or other individual serving in a similar capacity,

●

our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at June 30, 2010 as that term is defined under Rule 3b-7 of the Securities Exchange Act of 1934, and

●

up to two additional individuals for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer at June 30, 2010.

For definitional purposes, these individuals are sometimes referred to as the “named executive officers.” The value of stock awards is computed in accordance with ASC Topic 718.

SUMMARY COMPENSATION TABLE
Name and Principal Position (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)		Option Awards ($) (f)		Non-Equity Incentive Plan Compensation ($) (g)		Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compensation ($) (i)		Total ($) (j)
David Bernstein, Chief Executive Officer 1	2011		180,000		40,000		0		0		0		0		11,770		231,700
	2010		177,917		0		0		0		0		0		9,942		187,859

Vlad Stelmak, Chief Operating Officer 2	2011		180,000		40,000		0		0		0		0		11,100		231,000
	2010		177,917		0		0		0		0		0		11,129		189,046

———————

1 All other compensation in fiscal 2011 and fiscal 2010 represents the automobile allowance Mr. Bernstein is entitled to under the terms of his employment agreement.

2 All other compensation in fiscal 2011 and fiscal 2010 represents the automobile allowance Mr. Stelmak is entitled to under the terms of his employment agreement.

Employment Agreements with our Executive Officers

Effective July 1, 2010 we entered into new three year employment agreements with each of Messrs. Bernstein and Stelmak which superseded their prior agreements. Under the terms of these agreements, we pay each of them an annual salary of $180,000, and they are entitled to an annual bonus of 1% of our revenues up to a maximum of $40,000. Each of these executive officers is also entitled to a $925 per month automobile allowance and participation in all benefit programs we offer our employees. The agreements, which contain an automatic yearly renewal provision, contain customary confidentially and non-compete provisions. Each employee's employment may be terminated upon his death or disability and with or without cause. In the event we should terminate his employment upon his death or disability, he is entitled to his base salary for a period of one year from the date of termination. In the event we should terminate the agreement for cause or if he should resign, he is entitled to payment of his base salary through the date of termination. At our option we may terminate his employment without cause, in which event he is entitled to payment of his base salary and bonus through the date of termination together with one years’ salary payable over six months from the date of termination.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding as of June 30, 2011:

OPTION AWARDS											STOCK AWARDS
Name (a)	Number of securities underlying unexercised options (#) exercisable (b)		Number of Securities Underlying Unexercised options (#) unexercisable (c)		Equity Incentive plan awards: Number of Securities Underlying Unexercised Unearned options (#) (d)		Option Exercise price ($) (e)		Option Expiration date (f)		Number of shares or units of stock that have not vested (#) (g)		Market value of shares or units of stock that have not vested ($)1 (h)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) (i)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)1 (j)

David Bernstein		0		0		0		0		0		0		0		0		0

Vlad Stelmak		0		0		0		0		0		0		0		0		0

Limitation on Liability

Our Certificate of Incorporation and By-laws provide for the indemnification of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law. Section 145 of the Delaware General Corporation Law permits a corporation, under specified circumstances, to indemnify its directors, officers, employees or agents against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by them in connection with any action, suit or proceeding brought by third parties by reason of the fact that they were or are directors, officers, employees or agents of the corporation, if such directors, officers, employees or agents acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reason to believe their conduct was unlawful. In a derivative action, i.e., one by or in the right of the corporation, indemnification may be made only for expenses actually and reasonably incurred by directors, officers, employees or agents in connection with the defense or settlement of any action or suit, and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant directors, officers, employees or agents are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability. Our Certificate of Incorporation contains a provision which eliminates, to the fullest extent permitted by the Delaware General Corporation Law, director liability for monetary damages for breaches of the fiduciary duty of care or any other duty as a director.

Insofar as the limitation of, or indemnification for, liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling us pursuant to the foregoing, or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such limitation or indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We did not have any related party transactions in fiscal 2011. Should we enter into related party transactions in the future, there are no assurances that the terms of the transactions with the related parties are comparable to terms we could have obtained from unaffiliated third parties.

Director Independence

Mr. Hausig is considered independent within The NASDAQ Stock Market’s director independence standards pursuant to Marketplace Rule 5605.

PRINCIPAL STOCKHOLDERS

At September 30, 2011 we had 104,458,636 shares of our common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of September 30, 2011 by:

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each person known by us to be the beneficial owner of more than 5% of our common stock;

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each of our directors;

●

each of our named executive officers; and

●

our named executive officers, directors and director nominees as a group.

Unless otherwise indicated, the business address of each person listed is in care of 17-09 Zink Place, Unit 1, Fair Lawn, NJ 07410. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

	Amount and Nature of Beneficial Ownership 1
Name	# of Shares		% of Class
David Bernstein		26,250,000		25.1	%
Vlad Stelmak		22,500,000		21.5	%
Richard Hausig		0		-
All named executive officers and directors as a group (three persons)		48,750,000		46.7	%
John Esposito		8,832,700		8.5	%
The Clifford Group 1		13,500,000		12.9	%
Donald E. Wray 2		8,435,790		7.4	%

1 Includes:

● 10,750,000 shares held of record by The Clifford Group; and

● 2,750,000 shares held of record by Mr. Clifford Brune.

The address of The Clifford Group is 190 N. Savanna Court, Lake Forest, IL 60045.

2 Includes:

●

1,250,000 shares held by Mr. Wray which are presently outstanding;

●

3,685,790 shares underlying a $250,000 principal amount 12% convertible promissory note held jointly with his wife, including shares issuable upon the payment of interest under this note,

●

3,500,000 shares issuable upon the exercise of warrants with exercise prices ranging from $0.15 to $0.25 per share.

Mr. Wray’s address is 2601 Johnson Road, Springdale, AR 72762.

Securities Authorized For Issuance Under Equity Compensation Plans

The following table sets forth securities authorized for issuance under any equity compensation plans approved by our stockholders as well as any equity compensation plans not approved by our stockholders as of June 30, 2010.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Plan category

Plans approved by our stockholders:
2010 Equity Compensation Plan	0	n/a	12,000,000

Plans not approved by stockholders:	0	n/a	0

2010 Equity Compensation Plan

● incentive stock options (ISOs),

● non-qualified options (NSOs),

● awards of our common stock, or

● rights to make direct purchases of our common stock which may be subject to certain restrictions.

Any option granted under the 2010 Equity Compensation Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The plan further provides that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The term of each plan option and the manner in which it may be exercised is determined by the Board of Directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. In the event of any stock split of our outstanding common stock, the Board of Directors in its discretion may elect to maintain the stated amount of shares reserved under the plan without giving effect to such stock split. Subject to the limitation on the aggregate number of shares issuable under the plan, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Our Board of Directors has not yet made any grants under the 2010 Equity Compensation Plan.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 200,000,000 shares of common stock, $0.01 par value per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. As of September 30, 2011, there are 104,458,636 shares of common stock and no shares of preferred stock issued and outstanding.

Common stock

Holders of common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share in all dividends that the Board of Directors, in its discretion, declares from legally available funds. In the event of our liquidation, dissolution or winding up, subject to the preferences of any shares of our preferred stock which may then be outstanding, each outstanding share entitles its holder to participate in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.

Holders of common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions for the common stock. The rights of the holders of common stock are subject to any rights that may be fixed for holders of preferred stock, when and if any preferred stock is authorized and issued. All outstanding shares of common stock are duly authorized, validly issued, fully paid and non-assessable.

Preferred stock

Our Board of Directors, without further stockholder approval, may issue preferred stock in one or more series from time to time and fix or alter the designations, relative rights, priorities, preferences, qualifications, limitations and restrictions of the shares of each series. The rights, preferences, limitations and restrictions of different series of preferred stock may differ with respect to dividend rates, amounts payable on liquidation, voting rights, conversion rights, redemption provisions, sinking fund provisions and other matters. Our Board of Directors may authorize the issuance of preferred stock, which ranks senior to our common stock for the payment of dividends and the distribution of assets on liquidation. In addition, our Board of Directors can fix limitations and restrictions, if any, upon the payment of dividends on our common stock to be effective while any shares of preferred stock are outstanding.

The rights granted to the holders of any series of preferred stock could adversely affect the voting power of the holders of common stock and issuance of preferred stock may delay, defer or prevent a change in our control.

12% Convertible Promissory Notes

In January 2011 and February 2011 we issued and sold $550,000 principal amount 12% convertible promissory notes in a private offering. The notes are unsecured and pay interest at 12% per annum, in arrears, in shares of our common stock valued at $0.10 per share. The notes mature on December 31, 2013, provided, however, that in our sole option we may extend the maturity date until December 31, 2014 if the note is not converted by December 31, 2013. The notes are convertible at any time at the option of the holder into shares of our common stock at a conversion price of $0.10 per share. At any time that the closing price of our common stock on any exchange on which it might be listed or in the over the counter market equals or exceeds $0.20 per share for 20 consecutive trading days, we have the right to convert the notes into shares of our common stock at a conversion price of $0.10 per share. The conversion price of the note is subject to proportional adjustment in the event of stock splits, dividends, recapitalizations and similar corporate events.

Common stock purchase warrants

Warrants Included in the 2010 Unit Offering

In October 2010, we closed the sale of 5,250,000 units of our securities which resulted in gross proceeds to us of $525,000. The securities issued in this 2010 unit offering included Series A Warrants to purchase 5,250,000 shares of our common stock and Series B Warrants to purchase 5,250,000 shares of our common stock. Each Series A Warrant is exercisable into one share of common stock for three years from issuance at an exercise price of $0.15 per share. Each Series B Warrant is exercisable into one share of common stock for three years from issuance at an exercise price of $0.25 per share. The Series B Warrant is not exercisable by the holder unless the Series A Warrant has previously been exercised. The exercise price of the warrants and the number of shares of our common stock issuable upon the exercise of the warrants are subject to proportional adjustment in the event of stock splits, dividends, recapitalizations or similar transactions. Upon 30 days’ notice, we have the right to call any series of warrants at $0.01 per warrant at any time that the average 20-day last sale price exceeds 200% of the respective warrant exercise price. Other than the exercise price and call provisions of each series of warrant, and the restriction on the exercisability of the Series B Warrant, all other terms and conditions of the warrants are the same.

As partial compensation for the placement agent services in this offering, we issued to the designees of Forge Financial Group, Inc., a broker-dealer that served as placement agent for us in this offering, five-year warrants (the “2010 Placement Agent Warrants”) to purchase a 10% of the units sold in the 2010 unit offering at a purchase price of $0.10 per Placement Agent Warrant. The 2010 Placement Agent Warrants are exercisable on a cashless basis. The Series A Warrants and Series B Warrants included in the 2010 Placement Agent Warrants are also exercisable on a cashless basis for three years. The exercise price of the 2010 Placement Agent Warrants and the Series A and Series B Warrants included in the 2010 Placement Agent Warrants are subject to proportional adjustment for stock splits, dividends and similar corporate events.

Warrants Included in the 2011 Note Offering

In connection with the 12% convertible promissory notes offering, we issued the purchasers Series C Warrants to purchase an aggregate of 2,200,000 shares of our common stock at an exercise price of $0.15 per share. The exercise price of the Series C warrant is subject to adjustment in the event of stock splits, dividends, recapitalizations and similar corporate events.

Forge Financial Group, Inc. also served as placement agent in the 2011 note offering. As partial compensation for its services to us, we issued its designees a five-year warrant (the “Note Placement Agent Warrants”) to purchase 550,000 shares of our common stock and Series C warrants exercisable at $0.15 per share into 220,00 shares of our common stock at a purchase price of $0.10 per Note Placement Agent Warrant. Both the Note Placement Agent Warrants and the Series C warrants included in the Note Placement Agent Warrants are exercisable on a cashless basis. The exercise price of the Note Placement Agent Warrants is subject to proportional adjustment for stock splits, dividends and similar corporate events.

Warrants Included in 2011 Unit Offering

In March 2011, we closed the sale of 125,000 units of our securities which resulted in gross proceeds to us of $12,500. The securities issued in this 2010 unit offering included Series D Warrants to purchase 125,000 shares of our common stock and Series E Warrants to purchase 125,000 shares of our common stock. Each Series D Warrant is exercisable into one share of common stock for three years from issuance at an exercise price of $0.15 per share. Each Series E Warrant is exercisable into one share of common stock for three years from issuance at an exercise price of $0.25 per share. The Series E Warrant is not exercisable by the holder unless the Series D Warrant has previously been exercised. The exercise price of the warrants and the number of shares of our common stock issuable upon the exercise of the warrants are subject to proportional adjustment in the event of stock splits, dividends, recapitalizations or similar transactions. Upon 30 days’ notice, we have the right to call any series of warrants at $0.01 per warrant at any time that the average 20-day last sale price exceeds 200% of the respective warrant exercise price. Other than the exercise price and call provisions of each series of warrant, and the restriction on the exercisability of the Series E Warrant, all other terms and conditions of the warrants are the same.

As partial compensation for the placement agent services in this offering, we issued to the designees of Forge Financial Group, Inc., a broker-dealer that served as placement agent for us in this offering, five-year warrants (the “2011 Placement Agent Warrants”) to purchase a 10% of the units sold in the 2011 unit offering at a purchase price of $0.10 per Placement Agent Warrant. The 2011 Placement Agent Warrants are exercisable on a cashless basis. The Series D Warrants and Series E Warrants included in the 2011 Placement Agent Warrants are also exercisable on a cashless basis for three years. The exercise price of the 2011 Placement Agent Warrants and the Series D and Series E Warrants included in the 2011 Placement Agent Warrants are subject to proportional adjustment for stock splits, dividends and similar corporate events.

Transfer agent

The transfer agent and registrar for our common stock is Pacific Stock Transfer Company, 4045 South Spencer Street, Suite 403, Las Vegas, Nevada 89119.

Stockholder Agreement

Five of our stockholders, including stockholders who purchased shares from us in a private offering in 2001, are subject to the terms of a Stockholder Agreement pursuant to which we have a right of first refusal to purchase these shares should the stockholder wish to sell the securities. This right of first refusal automatically terminates at such time as we undertake an initial public offering resulting in gross proceeds to us of at least $10 million.

SELLING SECURITY HOLDERS

At September 30, 2011 we had 104,458,636 shares of our common stock issued and outstanding. This prospectus relates to periodic offers and sales of up to 39,297,960 shares of our common stock by the selling security holders listed below and their pledgees, donees and other successors in interest, which underlie outstanding warrants held by the selling security holders, including:

●

15,875,000 shares which are presently outstanding;

●

1,087,500 shares issuable upon the exercise of the placement agent warrants issued in our various private offerings closed in 2010 and 2011;

●

8,090,460 shares issuable as interest payment and upon the possible conversion of the 12% convertible promissory notes, and

●

14,245,000 shares issuable upon the possible exercise of warrants with an exercise price ranging from $0.15 to $0.25 per share.

The following table sets forth:

●

the name of each selling security holder,

●

the number of common shares owned, and

●

the number of common shares being registered for resale by the selling security holder.

Information on beneficial ownership of securities is based upon a record list of our stockholders. We may amend or supplement this prospectus from time to time to update the disclosure set forth in this prospectus. All of the securities owned by the selling security holders may be offered hereby. Because the selling security holders may sell some or all of the securities owned by them, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the securities, no estimate can be given as to the number of securities that will be held by the selling security holders upon termination of any offering made hereby.

Name of Selling Security Holder	Number of Shares Owned		Shares to be offered		Shares to be owned after offering		Percentage to be owned after offering

David Berger 1		375,000		375,000		0		0
Miriam Booth 1		375,000		375,000		0		0
Joel Brody 1		375,000		375,000		0		0
James E. Buckley 1		375,000		375,000		0		0
Robert DeViron 1		375,000		375,000		0		0
Peter DuBois 1		375,000		375,000		0		0
Sten-Anders Fellam 2		750,000		750,000		0		0
Anthony D. Ivankovich 3		3,833,380		3,833,380		0		0
Frank Jichetti 1		375,000		375,000		0		0
Edward Kaczmarek Trust 4		375,000		375,000		0		0
Alfred J. Krzewina 1		375,000		375,000		0		0
Jeffrey Levine 2		750,000		750,000		0		0
Margaret Lewis 2		750,000		750,000		0		0
Byron Main 1		375,000		375,000		0		0
Jay Marcus 2		750,000		750,000		0		0
Philip Marquis and Francine Marquis, JTWROS 1		375,000		375,000		0		0
Kyia McFadden 1		375,000		375,000		0		0
Philip G. Meng 1		375,000		375,000		0		0
Graham Mitchell 2		750,000		750,000		0		0
Michael Shaevitz and Susan Shaevitz, JTWROS 1		375,000		375,000		0		0
Gerald Sperling and Seena Sperling, JTWROS 5		1,250,564		1,250,564		0		0
Lewis W. Tabb, III 1		375,000		375,000		0		0
Orin J. Whatley 1		375,000		375,000		0		0
Donald Wray 6		8,435,790		8,435,790		0		0
Edward Feighan 7		3,271,190		3,271,290		0		0
Ira Krell 1		375,000		375,000		0		0
Jared Schwalb 8		1,364,950		1,364,950		0		0
Alan Jacobs and Susan Jacobs, JTWROS 9		1,735,500		1,735,500		0		0
Michael Jacobs 9		1,735,500		1,735,500		0		0
Andrew Garbarini 10		1,369,500		1,369,500		0		0
Robert Beeman 11		260,000		260,000		0		0
Vincent Marra 12		15,000		15,000		0		0
Amy Keebler 13		35,336		35,336		0		0
Howard Mofshin 14		1,682,800		1,682,800		0		0
Joseph Conti		350,000		350,000		0		0
Herbert Tabin		833,350		833,350		0		0
Madeline Tabin		833,350		833,350		0		0
Brainard Ventures LLC 15		1,666,650		1,666,650		0		0
Susan Schneider		120,000		120,000		0		0
Steven I. Weinberger		125,000		125,000		0		0
Roxanne K. Beilly		125,000		125,000		0		0
Ella Chesnutt		125,000		125,000		0		0
Sydney Monda		5,000		5,000		0		0
Total				39,297,960

———————

1	The number of shares owned and offered includes 125,000 shares which are presently outstanding and 250,000 shares issuable upon the exercise of warrants.

2	The number of shares owned and offered includes 250,000 shares which are presently outstanding and 500,000 shares issuable upon the exercise of warrants.

3	The number of shares owned and offered includes 500,000 shares which are presently outstanding, 1,833,380 issuable as interest and upon conversion of a 12% convertible promissory note and 1,500,000 shares issuable upon the exercise of warrants.

4	The number of shares owned and offered includes 125,000 shares which are presently outstanding and 250,000 shares issuable upon the exercise of warrants. Mr. Edward Kaczmarek, as trustee, holds voting and dispositive control over securities held of record by the trust.

5	The number of shares owned and offered includes 675,000 shares which are presently outstanding and 575,564 shares issuable upon the exercise of warrants.

The number of shares owned and offered includes 1,250,000 shares which are presently outstanding, 3,685,790 issuable as interest and upon conversion of a 12% convertible promissory note and 3,500,000 shares issuable upon the exercise of warrants. Certain of these securities are held as joint tenants with his wife, Linda.

7	The number of shares owned and offered includes 2,571,290 issuable as interest and upon conversion of a 12% convertible promissory note and 700,000 shares issuable upon the exercise of a warrant.

8	The number of shares owned and offered includes 250,000 shares which are presently outstanding, 551,050 shares issuable upon the exercise of placement agent warrants and 563,900 shares issuable upon the exercise of warrants.

9	The number of shares owned and offered includes 1,325,000 shares which are presently outstanding, 182,000 shares issuable upon the exercise of placement agent warrants and 228,500 shares issuable upon the exercise of warrants.

10	The number of shares owned and offered includes 1,175,000 shares which are presently outstanding, 75,500 shares issuable upon the exercise of placement agent warrants and 119,000 shares issuable upon the exercise of warrants.

11	The number of shares owned and offered includes 125,000 shares which are presently outstanding, 45,000 shares issuable upon the exercise of placement agent warrants and 90,000 shares issuable upon the exercise of warrants.

12	The number of shares owned and offered includes 5,000 shares issuable upon the exercise of placement agent warrants and 15,000 shares issuable upon the exercise of warrants.

13	The number of shares owned and offered includes 25,000 shares which are presently outstanding, 4,512 shares issuable upon the exercise of placement agent warrants and 5,824 shares issuable upon the exercise of warrants.

14	The number of shares owned and offered includes 1,666,650 shares which are presently outstanding and 16,150 shares issuable upon the exercise of warrants.

15	Mr. Donald Brainard holds voting and dispositive control over securities held of record by Brainard Ventures LLC.

None of the selling security holders are broker-dealers or affiliates of broker-dealers, other than Messrs. Alan Jacobs, Michael Jacobs, Conti, Garbarini, Beeman and Marra, and Ms. Keebler who were employees of Forge Financial Group, Inc. Forge Financial Group, Inc. received shares of our common stock as compensation for consulting services and placement agent warrants for its services in the ordinary course of its business as the placement agent for our 2010 unit offering, our 2011 note offering and our 2011 unit offering. Forge Financial Group, Inc. transferred a portion of the warrants it received from us as compensation to Messrs. Alan Jacobs, Michael Jacobs, Conti, Garbarini, Beeman and Marra, and Ms. Keebler as compensation to them in the regular course of their employment with that firm. At the time of the receipt of the warrants, neither Messrs. Alan Jacobs, Michael Jacobs, Conti, Garbarini, Beeman and Marra, nor Ms. Keebler had any agreement or understanding, directly or indirectly, with any person to distribute those securities. None of the selling security holders has, or within the past three years has had, any position, office or other material relationship with us or any of our predecessors or affiliates, other than as described previously in this section.

We have agreed to pay full costs and expenses, incentives to the issuance, offer, sale and delivery of the shares, including all fees and expenses in preparing, filing and printing the registration statement and prospectus and related exhibits, amendments and supplements thereto and mailing of those items. We will not pay selling commissions and expenses associated with any sale by the selling security holders.

PLAN OF DISTRIBUTION

The selling security holders may sell some or all of their shares at a fixed price of $0.10 per share until our shares are quoted on the OTCBB and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTC Bulletin Board, stockholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will seek a market maker to make a filing to obtain a listing on the OTCBB upon the effectiveness of the registration statement of which this prospectus is a part. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by selling security holder must be made at the fixed price of $0.10 until a market develops for the stock.

At such time, if ever, that our common stock is approved for quotation on the OTC Bulletin Board, each selling stockholder of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock covered hereby on the OTC Bulletin Board or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling shares:

●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

●	an exchange distribution in accordance with the rules of the applicable exchange;

●	privately negotiated transactions;

●	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

●	in transactions through broker-dealers that agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;

●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

●	a combination of any such methods of sale; or

●	any other method permitted pursuant to applicable law.

The selling security holders may also sell shares under Rule 144 under the Securities Act of 1933 if available, rather than under this prospectus.

Broker-dealers engaged by the selling security holders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling security holders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the common stock or interests therein, the selling security holders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling security holders may also sell shares of the common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling security holders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling security holders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933. Each selling stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the common stock.

We are required to pay certain fees and expenses incurred by us incident to the registration of the shares.

Because selling security holders may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, they will be subject to the prospectus delivery requirements of the Securities Act of 1933 including Rule 172 thereunder. The selling security holders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling security holders.

The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares of common stock covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Securities Exchange Act of 1934, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling security holders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the selling security holders or any other person. We will make copies of this prospectus available to the selling security holders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act of 1933).

LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed upon for us by Schneider Weinberger LLP, 2200 Corporate Boulevard, N.W., Suite 210, Boca Raton, Florida 33431. Members and affiliates of Schneider Weinberger LLP are the owners of 500,000 shares of our common stock which are included in the shares of our common stock offered hereby.

EXPERTS

Our financial statements as of and for the years ended June 30, 2011 and 2010 included in this prospectus have been audited by Sherb & Co. LLP, independent registered public accounting firm, as indicated in their report with respect thereto, and have been so included in reliance upon the report of such firm given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the Securities and Exchange Commission the registration statement on Form S-1 under the Securities Act of 1933 for the common stock offered by this prospectus. This prospectus, which is a part of the registration statement, does not contain all of the information in the registration statement and the exhibits filed with it, portions of which have been omitted as permitted by Securities and Exchange Commission rules and regulations. For further information concerning us and the securities offered by this prospectus, we refer to the registration statement and to the exhibits filed with it. Statements contained in this prospectus as to the content of any contract or other document referred to are not necessarily complete. In each instance, we refer you to the copy of the contracts and/or other documents filed as exhibits to the registration statement.

This registration statement on Form S-1, including exhibits, is available over the Internet at the Securities and Exchange Commission’s web site at http://www.sec.gov. You may also read and copy any document we file with the Securities and Exchange Commission at its public reference facilities:

Public Reference Room Office

100 F Street, N.E.

Room 1580

Washington, D.C. 20549

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the Securities and Exchange Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call 1-202-551-8090 for further information on the operations of the public reference facilities.

ANYTHINGIT INC.

INDEX TO FINANCIAL STATEMENTS

	Page Number

Report of Independent Registered Public Accounting Firm		F-2

Balance Sheets at June 30, 2011 and 2010		F-3

Statements of Operations - For the Years Ended June 30, 2011 and 2010		F-4

Statements of Cash Flows - For the Years Ended June 30, 2011 and 2010		F-5

Statements of Changes in Shareholders’ Equity - For the Years Ended June 30, 2011 and 2010		F-6

Notes to Financial Statements		F-7 to F-21

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

AnythingIT Inc.

We have audited the accompanying balance sheets of AnythingIT Inc. as of June 30, 2011 and 2010 and the related statements of operations, changes in shareholders’ equity and cash flows for the years ended June 30, 2011 and 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used, and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the statements referred to above present fairly, in all material respects, the financial position of AnythingIT Inc. as of June 30, 2011 and 2010, and the results of their operations and their cash flows for the years ended June 30, 2011 and 2010 in conformity with accounting principles generally accepted in the United States of America.

		/s/ Sherb & Co., LLP
Boca Raton, Florida		Certified Public Accountants
September 27, 2011

F-2

ANYTHINGIT INC.

Balance Sheets

	June 30, 2011			June 30, 2010
ASSETS
Current assets
Cash and cash equivalents	$	1,270,721		$	538,642
Accounts receivable, net of allowance for doubtful accounts
of $53,945 and $56,377 , respectively		372,031			233,493
Inventories		369,489			54,135
Deferred financing costs		54,045			-
Prepaid expenses and other current assets		27,202			21,036
Total current assets		2,093,488			847,306

Property and equipment, net		122,963			47,799

Deferred financing costs		26,053			-
Security deposits		10,403			10,403
Total assets	$	2,252,907		$	905,508

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Accounts payable	$	1,131,343		$	495,892
Accrued interest and expenses		196,645			97,605
Customer deposits		16,176			96,348
Deferred revenues		49,815			24,320
Due to related party		-			21,000
Current portion of notes payable		45,811			51,991
Total current liabilities		1,439,790			787,156

Long term debt:
Note payable bank		32,245			36,401
Convertible notes payable net of debt discount of $131,083		418,917			-
Total long-term debt		451,162			36,401

Total Liabilities		1,890,952			823,557

Shareholders' Equity
Preferred stock - $.01 par value
5,000,000 shares authorized; none outstanding		-			-
Common stock - $.01 par value
200,000,000 shares authorized; 104,458,636 and 99,083,636
shares issued and outstanding 2011 and 2010, respectively		1,044,586			990,836
Additional paid-in capital		6,360,285			5,792,768
Accumulated deficit		(7,042,916	)		(6,626,977	)
Treasury stock, at cost (15,000,000 shares at June 30, 2010)		-			(74,676	)
Total shareholders' equity		361,955			81,951
Total liabilities and shareholders' equity	$	2,252,907		$	905,508

See accompanying notes to audited financial statements.

F-3

ANYTHINGIT INC.

Statements of Operations

	Year ended June 30,
	2011			2010

Net sales	$	4,533,742		$	4,278,095
Cost of sales		2,703,453			1,995,069
Gross profit		1,830,289			2,283,026

Operating Expenses
Selling, general and administration		2,191,795			1,726,172
Operating (loss) income		(361,506	)		556,854

Other income (expense) :
Interest expense, net of interest income of $7,314 and $0, respectively		(54,433	)		(13,154	)

Income (loss) before income taxes		(415,939	)		543,700

Provision for income taxes		-			-

Net (loss) Income	$	(415,939	)	$	543,700


Net (loss) income per common share:
Basic:	$	(0.00	)	$	0.01
Fully diluted:	$	(0.00	)	$	0.01

Weighted average common shares outstanding basic		102,759,321			98,531,581
Weighted average common shares outstanding diluted		102,759,231			98,531,581

See accompanying notes to audited financial statements.

F-4

ANYTHINGIT INC.

Statements of Cash Flows

	Year ended June 30,
	2011			2010

OPERATING ACTIVITIES
Net (loss) Income	$	(415,939	)		543,700
Adjustments to reconcile net (loss) income from operations to
net cash provided by (used in)operating activities
Depreciation		19,759			20,488
Amortization of debt discount		34,496			-
Amortization of deferred financing costs		24,116			-
Bad debt		8,698			27,886
Non-cash stock based compensation		-			16,500
Change in operating assets and liabilities
Accounts receivable		(147,236	)		(126,712	)
Inventories		(315,354	)		56,076
Prepaid expenses and other current assets		(6,166	)		(17,852	)
Accounts payable		635,451			(512,449	)
Accrued expenses		68,843			62,891
Accrued interest		30,197			-
Customer deposits		(80,172	)		64,301
Deferred revenues		25,495			24,320
Net cash (used in) provided by operating activities		(117,812	)		159,149

INVESTING ACTIVITIES
Purchases of property and equipment		(94,923	)		(35,478	)
Net cash used in investing activities		(94,923	)		(35,478	)
FINANCING ACTIVITIES
Common stock issued for cash, net of costs		481,150			5,000
Proceeds from convertible notes payable, net of costs		495,000			-
Payments to related party		(21,000	)		(24,000	)
Payments on notes payable		(10,336	)		(39,787	)
Net cash provided by (used in) financing activities		944,814			(58,787	)

Net increase in cash and cash equivalents		732,079			64,884

Cash and cash equivalents at beginning of year		538,642			473,758

Cash and cash equivalents at end of year	$	1,270,721			538,642

SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments during the year for :
Interest	$	7,434		$	14,686
Income taxes	$	5,855		$	2,237

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
Purchase of Treasury Stock for Loan Payable	$	-		$	45,000

See accompanying notes to audited financial statements.

F-5

ANYTHINGIT INC.

Statements of Changes in Shareholders' Equity

											Additional						Treasury			Total
	Preferred Stock				Common Stock						Paid-in			Accumulated			Stock			Equity/
	Shares		Amount		Shares			Amount			Capital			Deficit			(at cost)			(Deficit)

Balance at June 30, 2009		-	$	-		103,583,636		$	1,035,836		$	5,729,268		$	(7,170,677	)	$	(32,676	)	$	(438,249	)
Shares repurchased at $0.003		-		-		(15,000,000	)		(150,000	)		147,000			-			(42,000	)		(45,000	)
Common stock issued for services at $0.003		-		-		5,500,000			55,000			(38,500	)		-			-			16,500
Sale of common stock		-		-		5,000,000			50,000			(45,000	)		-			-			5,000
Net income at June 30, 2010		-		-		-			-			-			543,700			-			543,700
Balance at June 30, 2010		-		-		99,083,636			990,836			5,792,768			(6,626,977	)		(74,676	)		81,951
Sale of common stock, net of costs		-		-		5,375,000			53,750			427,400			-			-			481,150
Cancellation of treasury stock		-		-		-			-			(74,676	)		-			74,676			-
Beneficial conversion warrants		-		-		-			-			165,579			-			-			165,579
Placement agent warrants		-		-		-			-			49,214			-			-			49,214
Net loss at June 30, 2011		-		-		-			-			-			(415,939	)		-			(415,939	)
Balance at June 30, 2011		-	$	-		104,458,636		$	1,044,586		$	6,360,285		$	(7,042,916	)		-		$	361,955

See accompanying notes to audited financial statements.

F-6

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

NOTE 1. – DESCRIPTION OF OUR BUSINESS

AnythingIT Inc. (the “Company”) is a provider of green technology solutions to the information technology (IT) industry, managing the equipment needs of our government and commercial clients by buying, reselling, or recycling, in an environmentally and regulatory compliant manner, computers and other technology hardware. By delivering cost effective, functional and real-time IT asset management solutions, we believe that we are able to maximize the technology dollars of our clients.

The Company maintains its principal office in, Fair Lawn, New Jersey.

NOTE 2. – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

All share and per share information contained in this report gives retroactive effect to a 50 for 1 (50:1) forward stock split of our outstanding common stock effective June 23, 2010.

Certain amounts in the prior period financial statements have been reclassified to conform to current year presentation.

Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles accepted in the United States of America requires Management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Significant estimates for the periods reported include the allowance for doubtful accounts which is based on an evaluation of our outstanding accounts receivable including the age of amounts due, the financial condition of our specific customers, knowledge of our industry segment and historical bad debt experience. This evaluation methodology has proved to provide a reasonable estimate of bad debt expense in the past and the Company intends to continue to employ this approach in our analysis of collectability.

Assumptions and estimates employed in these areas are material to our reported financial conditions and results of operations. Actual results could differ from these estimates.

F-7

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The credit risk associated with cash equivalents is considered low due to the credit quality of the issuers of the financial instruments.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000. At June 30, 2011 and June 30, 2010, the Company had $704,745 and $79,334 in excess of FDIC insured limit. While the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits, it cannot reasonably alleviate the risk associated with the sudden possible failures of such institutions.

Significant Customers

During the year ended June 30, 2011 sales to three customers represented $2,042,428 (42% in the aggregate or 17%, 14% and 11%, respectively) of the Company’s revenue. During the year ended June 30, 2010 sales to one customer represented $1,217,000 (29%) of the Company’s revenue.

Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts based on the expected collectability of our accounts receivable. The Company performs credit evaluations of significant customers and establishes an allowance for doubtful accounts based on the aging of receivables, payment performance factors, historical trends and other information. In general, the Company reserves 100% of those outstanding more than 90 days. The Company evaluates and revises the reserve on a monthly basis based on a review of specific accounts outstanding and our history of uncollectible accounts. As of June 30, 2011 and June 30, 2010, the Company recorded $53,945 and $56,377, respectively of allowance for doubtful accounts.

Inventories

Inventories, consisting of used computer equipment, is stated at the lower of cost or market. The Company reviews inventory for excess or obsolete inventory and writes-down obsolete or otherwise unmarketable inventory to its estimated net realizable value. No allowance is necessary at June 30, 2011 and June 30, 2010.

Unprocessed inventory is shipped to the Company’s facilities and is considered to be end-of-life. The Company does not place a valuation on unprocessed inventory until it is received into the processing queue whereby it is tested and inventoried. Only after this process occurs can the Company provide final valuation in the form of purchase orders for equipment acquisitions and issue a Certificate of Indemnification confirming transfer of ownership and liability. This process can take between 30 to 60 days from the time of receipt to the Company’s warehouse.

F-8

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

Property and equipment

The Company records property, equipment and leasehold improvements at historical cost. Expenditures for maintenance and repairs are recorded to expense; additions and improvements are capitalized. The Company generally provides for depreciation using the straight-line method at rates that approximate the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over remaining term of the lease of twelve years.

Asset Classification	Estimated Useful Life (years)
Computers and software		3
Equipment		5
Furniture and fixtures	5 to 7

	June 30, 2011			June 30, 2010
Software	$	119,959		$	119,959
Furniture & Fixtures		84,459			60,880
Equipment		85,365			67,715
Leasehold improvements		68,989			15,295
Less: Accumulated depreciation		(235,809	)		(216,050	)
Propert and Equipment, net	$	122,963		$	47,799

Depreciation for the twelve month periods ended June 30, 2011 and 2010 was $19,759 and $20,488, respectively.

Revenue Recognition

For product sales, the Company recognizes revenue at the time products are shipped and title is transferred, which is in accordance with the stated shipping terms. Revenue is recognized in accordance with these shipping terms so long as a purchase order, electronic, written or phone commitment has been received or a contract has been executed, there are no uncertainties regarding customer acceptance, the sales price is fixed and determinable and collectability is deemed probable. If uncertainties exist regarding customer acceptance or collectability, revenue is recognized when those uncertainties have been resolved. The Company provides a limited as-is warranty on some of its products. The Company analyzes its estimated warranty costs and provides an allowance as necessary, based on experience. At June 30, 2011 and June 30, 2010, a warranty reserve was not considered necessary.

Asset management fees are recognized once the services have been performed and the results reported to the client. In those circumstances where the Company disposes of the client’s product, or purchases the product from the client for resale, revenue is recognized as a “product sale” described above.

F-9

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

Shipping and Handling Costs

Shipping costs are included in cost of sales.

Cost of Goods Sold

Cost of goods sold includes cost of equipment, testing, freight, warehouse salaries, and technicians.

Earnings Per Share

The Company adopted FASB ASC 260, Earnings Per Share. Basic earnings (loss) per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common stockholders by the weighted average shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. For the years ended June 30, 2011 and 2010, no potentially issuable shares were reflected in a diluted calculation as the inclusion of potentially issuable shares would be anti-dilutive.

Shares potentially issuable were as follows:

	June 30, 2011		June 30, 2010
Stock Option		-		-
Warrants		15,332,500		-
Convertible Notes		5,801,970		-
		21,134,470		-

Income Taxes

Under the asset and liability method prescribed under ASC 740, Income Taxes, The Company uses the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized.

The Company recognizes the financial statement benefit of an uncertain tax position only after considering the probability that a tax authority would sustain the position in an examination. For tax positions meeting a "more-likely-than-not" threshold, the amount recognized in the financial statements is the benefit expected to be realized upon settlement with the tax authority. For tax positions not meeting the threshold, no financial statement benefit is recognized. As of June 30, 2011 and 2010, the Company has had no uncertain tax positions. The Company recognizes interest and penalties, if any, related to uncertain tax positions as general and administrative expenses. The Company currently has no federal or state tax examinations nor has it had any federal or state examinations since its inception. All of the Company's tax years are subject to federal and state tax examination.

F-10

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

Share-Based Payments

The Company recognizes share-based compensation expense in connection with our share-based awards, net of an estimated forfeiture rate and therefore only recognizes compensation cost for those awards expected to vest over the service period of the award. The Company accounts for the grant of stock and warrants awards in accordance with ASC Topic 718, Compensation – Stock Compensation (ASC 718). ASC 718 requires companies to recognize in the statement of operations the grant-date fair value of warrants and stock options and other equity based compensation. The Company utilizes a Black-Scholes option pricing model to estimate the fair value of our stock options. Calculating share-based compensation expense requires the input of highly subjective judgment and assumptions, including estimates of expected life of the award, stock price volatility, forfeiture rates and risk-free interest rates. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company use different assumptions, our share-based compensation expense could be materially different in the future.

For the years ended June 30, 2011 and 2010, total stock-based compensation was $0 and $16,500, respectively.

Financial Instruments

In January 2010, the FASB issued (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820), “Improving Disclosures about Fair Value Measurements” (“ASU No. 2010-06”). ASU No. 2010-06 requires new disclosures about significant transfers in and out of Level 1 and Level 2 fair value measurements and the reasons for such transfers and in the reconciliation for Level 3 fair value measurements, the requirement to disclose separately information about purchases, sales, issuances and settlements. The Company adopted the provisions of ASU No. 2010-06 on January 1, 2010, except for disclosures about purchases, sales, issuances and settlements in the reconciliation for Level 3 fair value measurements. Those disclosures will be effective for financial statements issued for fiscal years beginning after December 15, 2010. The Company does not expect the impact of its adoption to be material to its financial statements.

Cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued interest and expenses, and customer deposits are reflected in the balance sheets at cost, which approximates fair value because of the short-term maturity of these instruments.

F-11

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

Advertising

Advertising costs are charged to operations when incurred. During the twelve month periods ended June 30, 2011 and 2010, the Company incurred $109 and $13,070, respectively in advertising expense.

New Accounting Standards

The company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

NOTE 3. - ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following at June 30, 2011 and 2010:

	June 30, 2011			June 30, 2010
Accounts Receivable	$	425,976		$	289,870
Less: Allowance for doubtful accounts		(53,945	)		(56,377	)
Accounts receivable net	$	372,031		$	233,493

The Company’s allowance for doubtful accounts for the years ended June 30, 2011 and June 30, 2010 was $53,945 and $56,377, respectively.

NOTE 4. - INVENTORIES

Inventories consisted of finished goods at June 30, 2011 and 2010.

NOTE 5. – RELATED PARTY TRANSACTIONS

Amounts outstanding under a loan and credit line from a bank (Note 7) are personally guaranteed by officers of the Company.

In February 2010 the Company entered into a Stock Purchase Agreement with Mr. Richard Hausig, a founder and member of our Board of Directors. Under the terms of the agreement, the Company repurchased 15,000,000 shares of our common stock owned by him for $45,000, of which $10,000 was paid on the date of the agreement and the balance is being paid in 10 equal monthly installments of $3,500 through December 2010. The balance at June 30, 2011 and 2010 was $0 and $21,000, respectively. The shares which were repurchased included his original holdings in our company together with 2,500,000 shares issued to him in August 2008 as compensation for services as a member of our Board of Directors. In the event the Company should fail to timely pay any of the first six monthly installments, subject to a 10 day grace period, Mr. Hausig is entitled to retain the purchase price paid by us as liquidated damages and to either receive a pro-rata return of the percentage of shares equal to the payments not received divided by the purchase price or grant us additional time to make the payments. The 15,000,000 shares have been cancelled and returned to the status of authorized but unissued shares of our common stock. The balance was repaid in full during fiscal 2011.

F-12

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

NOTE 6. – ACCRUED INTEREST AND EXPENSES

Accrued expenses represent expenses that apply to the reported period and have not been billed by the provider or paid by the Company.

At June 30, 2011 and 2010, accrued expenses consisted of the following:

	June 30, 2011		June 30, 2010
Accrued interest	$	30,197	$	-
Wages and vacation		46,752		38,204
Commission		55,941		-
Professional fees		61,903		57,500
Other		1,852		1,901
	$	196,645	$	97,605

NOTE 7. – LONG TERM DEBT

Loan Payable – TD Banknorth

On July 2, 2001 the Company entered into a loan agreement for the principal amount of $100,000, maturing in October 2018 payable with varying monthly installments including interest at approximately 5.25% per annum, secured by all assets of the Company.

Line of Credit Payable – American Express

The Company obtained a Business Capital line from American Express in the amount of $63,200. The line is payable in varying monthly installments including interest at approximately 9.49% per annum. The line is secured by all assets of the Company. At June 30, 2011 and 2010, the balance is $41,020 and $47,444, respectively.

12% Convertible Promissory Notes

In January and February 2011 the Company issued and sold $550,000 principal amount 12% Convertible Promissory Notes in a private offering resulting in gross proceeds of $495,000. The notes are unsecured and pay interest at 12% per annum, in arrears, in shares of our common stock valued at $0.10 per share. The notes mature on December 31, 2013, provided, however, that in our sole option we may extend the maturity date until December 31, 2014 if the note is not converted by December 31, 2013. The notes are convertible at any time at the option of the holder into shares of our common stock at a conversion price of $0.10 per share. At any time that the closing price of our common stock on any exchange on which it might be listed or in the over the counter market equals or exceeds $0.20 per share for 20 consecutive trading days, we have the right to convert the notes into shares of our common stock at a conversion price of $0.10 per share. The conversion price of the note is subject to proportional adjustment in the event of stock splits, dividends, recapitalizations and similar corporate events. Presently, these notes are convertible into an aggregate of 5,500,000 shares of our common stock. At June 30, 2011 the Company had $30,197 in accrued interest on the notes.

F-13

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

Debt Discount

In accordance with ASC 470, the Company has analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (BCF) existed as of February 10, 2011. The Company calculated the value of the BCF using the intrinsic method as stipulated in ASC 470. Based on the stock price on the day of commitment, the discount as agreed to in the note, and the number of convertible shares, and the value of the warrants included in the units, the BCF was valued at $165,579.

The Company used the Black-Scholes option pricing model to value the warrants included in the convertible units. Included in the assumptions of this calculation, the Company used a risk-free rate of 0.85% (based on the US Treasury note yield), three year maturity, volatility of 84.0% (based on the daily historical performance of a comparable Company’s stock over two years from the commitment date), and a strike price of $0.15.

In accordance with ASC 470, the Company is amortizing the BCF over the two year term of the note. As of June 30, 2011, the Company had recognized $34,496 of amortization expense resulting in a carrying value of $131,083.

	June 30, 2011		June 30, 2010

Loan payable to TD Banknorth maturing in October 2018 payable with varing monthly installments including interest at approximately 5.25% per annum, secured by all assets of the Company	$	37,036	$	40,948

Line payable to American Express payable with varying monthly installments including interest at approximately 9.49% per annum, secured by all assets of the Company		41,020		47,444

12% Convertible Promisory note $550,000 principal net of debt discount of $131,083 at June 30, 2011		418,917		-
		496,973		88,392
Less : Current portion		45,811		51,991
	$	451,162	$	36,401

F-14

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

NOTE 8. - INCOME TAXES

The Company’s income tax expense at June 30, 2011 and 2010, respectively, was $0 as follows:

	June 30, 2011			June 30, 2010
Income tax benefit consists of:
Current	$	-		$	-
Deferred		-			-
Provision(benefit) for income taxes	$	-		$	-

Reconciliation of the Federal statuary income tax rate to the Company's effective tax rate is as follows:

	June 30, 2011			June 30, 2010
Taxes computed at federal rate(35%)	$	(129,000	)	$	166,000
State taxes, net of federal income tax benefit		(15,000	)		19,000
Noncash compensation		-			7,000
Amortization of Debt Discount		10,000			-
Increase(decrease) in deferred tax asset valuation allowance		134,000			(192,000	)
Provision (benefit ) for income taxes	$	-		$	-

	June 30, 2011			June 30, 2010
Deferred tax assets:
Net operating loss carryforward		272,000			138,000
Bad debts		21,000			21,000
Less: Valuation allowance:		(293,000	)		(159,000	)
Net deferred taxes	$	-		$	-

The Company has increased its deferred tax asset and valuation allowance accounts by approximately $133,000 at June 30, 2011.This change has no effect on the Company’s net tax provision. As of June 30, 2011 and 2010, the Company has an unused net operating loss carry forward of approximately $716,000 and $364,000 available to offset future taxable income. Management has determined that a full valuation allowance is appropriate since it is more “likely than not” that the deferred tax assets will be realized. Pursuant to IRS Section 382 the Company’s net operating losses may be limited in the event of certain changes in ownership.

The Company has recorded a valuation allowance that fully offsets deferred tax assets arising from net operating loss carryforwards because the likelihood of the realization of the benefit cannot be established. The Internal Revenue Code contains provisions that may limit the net operating loss carryforwards available if significant changes in stockholder ownership of the Company occur.

NOTE 9. – STOCKHOLDERS’ EQUITY

Our authorized capital stock consists of 200,000,000 shares of common stock, $0.01 par value per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. As of June 30, 2011 and 2010, there are 104,458,636 and 99,083,636 shares of common stock issued and outstanding, respectively and no shares of preferred stock issued and outstanding.

F-15

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

Common stock

During the year ended June 30, 2010, on May 4, 2010 as compensation under a Financial Advisory Agreement our Board of Directors awarded 5,000,000 shares at $.003 the fair value on the date of grant of our common stock for services for a value of $15,000.

During the year ended June 30, 2010, on June 8, 2010 the Company sold in a private placement 5,000,000 shares at $.001 of our common stock for $5,000.

During the year ended June 30, 2010, on June 8, 2010 our Board of Directors awarded 500,000 shares at $.003 of our common stock for legal services rendered for a value of $1,500.

During the year ended June 30, 2011, in October 2010 the Company sold 5,250,000 units of our securities to accredited investors in a private placement which resulted in gross proceeds to us of $525,000. Each unit consisted of one share of our common stock, one Series A Warrant and one Series B Warrant at a purchase price of $0.10 per unit. Forge Financial Group, Inc., a broker-dealer and member of FINRA, acted as placement agent for us in this offering. As compensation for its services, we paid Forge Financial Group, Inc. a cash commission of $52,500 and issued its designees five year warrants exercisable at $0.10 per Unit that are exercisable on a cashless basis to purchase 10% of the units sold in this offering. We also reimbursed the placement agent $15,000 for its expenses in connection with this offering. Under the terms of our agreement with the placement agent for this offering, in addition to the commission and other compensation paid to it for its services, we have also agreed to pay the placement agent 5% of the gross proceeds we may receive upon the exercise of any of the warrants sold in this offering. We are using the net proceeds for general working capital.

During the year ended June 30, 2011, in January 2011 and February 2011 the Company sold $550,000 principal amount 12% convertible promissory notes to accredited investors in a private placement and issued those investors Series C Warrants to purchase 2,200,000 shares of our common stock resulting in gross proceeds to us of $550,000. Forge Financial Group, Inc. also acted as placement agent for us in this offering. As compensation for its services, we paid Forge Financial Group, Inc. a cash commission of $55,000 and issued its designees five-year warrants to purchase a number of shares of our common stock equal to 10% of the number of shares issuable upon conversion of the notes sold in this offering and 10% of the number of shares of our common stock issuable upon exercise of the Series C warrants sold in this offering, both of which are exercisable on a cashless basis. We are using the net proceeds for general working capital.

During the year ended June 30, 2011, in March 2011 the Company sold 125,000 units of our securities to an accredited investor in a private placement which resulted in gross proceeds to us of $12,500. Each unit included consisted of one share of our common stock, one Series D Warrant and one Series E Warrant at a purchase price of $0.10 per unit. Forge Financial Group, Inc., a broker-dealer and member of FINRA, acted as placement agent for us in this offering. As compensation for its services, we paid Forge Financial Group, Inc. a cash commission of $1,250 and issued its designees five year warrants exercisable at $0.10 per Unit that are exercisable on a cashless basis to purchase 10% of the units sold in this offering. We are using the net proceeds for general working capital.

F-16

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

Preferred stock

Treasury Stock

During the year ended June 30, 2010, In February 2010 the Company entered into a Stock Purchase Agreement with Mr. Richard Hausig, a founder and member of our Board of Directors. Under the terms of the agreement, the Company repurchased 15,000,000 shares of our common stock owned by him for $45,000, of which $10,000 was paid on the date of the agreement and the balance is being paid in 10 equal monthly installments of $3,500 through December 2010. The shares which the Company repurchased included his original holdings in our company together with 2,500,000 shares issued to him in August 2008 as compensation for services as a member of our Board of Directors. In the event the Company should fail to timely pay any of the first six monthly installments, subject to a 10 day grace period, Mr. Hausig is entitled to retain the purchase price paid by us as liquidated damages and to either receive a pro-rata return of the percentage of shares equal to the payments not received divided by the purchase price or grant us additional time to make the payments. The 15,000,000 shares have been cancelled and returned to the status of authorized but unissued shares of our common stock.

Common Stock Purchase Warrants

Warrants Included in the 2010 Unit Offering

As partial compensation for the placement agent services in this offering, we issued to the designees of Forge Financial Group, Inc., a broker-dealer that served as placement agent for us in this offering, 525,000 five-year warrants (the “2010 Placement Agent Warrants”) to purchase a 10% of the units sold in the 2010 unit offering at a purchase price of $0.10 per Placement Agent Warrant. The 2010 Placement Agent Warrants are exercisable on a cashless basis. The 525,000 Series A Warrants and Series B Warrants included in the 2010 Placement Agent Warrants are also exercisable on a cashless basis for three years. The exercise price of the 2010 Placement Agent Warrants and the Series A and Series B Warrants included in the 2010 Placement Agent Warrants are subject to proportional adjustment for stock splits, dividends and similar corporate events.

F-17

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

Warrants Included in the 2011 Note Offering

In connection with the 12% convertible promissory notes offering, we issued the purchasers a three year Series C Warrants to purchase an aggregate of 2,200,000 shares of our common stock at an exercise price of $0.15 per share for three years from the date of issuance. The exercise price of the Series C warrant is subject to adjustment in the event of stock splits, dividends, recapitalizations and similar corporate events.

Forge Financial Group, Inc. also served as placement agent in the 2011 note offering. As partial compensation for its services to us, we issued its designees a five-year warrant (the “Note Placement Agent Warrants”) to purchase 550,000 shares of our common stock at a purchase price of $0.10 per share and Series C warrants exercisable at $0.15 per share into 220,000 shares of our common stock. The 2011 Placement Agent Warrants are exercisable on a cashless basis. Both the Note Placement Agent Warrants and the Series C warrants included in the Note Placement Agent Warrants are exercisable on a cashless basis. The exercise price of the Note Placement Agent Warrants are subject to proportional adjustment for stock splits, dividends and similar corporate events.

The Company used the Black-Scholes option pricing model to value the warrants included in the note offering at $49,214. Included in the assumptions of this calculation, the Company used a risk-free rate of 0.85% (based on the US Treasury note yield), five year maturity, volatility of 84.0% (based on the daily historical performance of a comparable Company’s stock over two years from the commitment date), and a strike price of $0.10 and $0.15, respectively.

In accordance with ASC 470, the Company is amortizing the deferred financing costs over the two year term of the note. As of June 30, 2011, the Company had recognized $10,253 of interest expense resulting in a carrying value of $38,961.

F-18

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

Warrants Included in 2011 Unit Offering

In March 2011, we closed the sale of 125,000 units of our securities which resulted in gross proceeds to us of $12,500. The securities issued in this 2011 unit offering included Series D Warrants to purchase 125,000 shares of our common stock and Series E Warrants to purchase 125,000 shares of our common stock. Each Series D Warrant is exercisable into one share of common stock for three years from issuance at an exercise price of $0.15 per share. Each Series E Warrant is exercisable into one share of common stock for three years from issuance at an exercise price of $0.25 per share. The Series E Warrant is not exercisable by the holder unless the Series D Warrant has previously been exercised. The exercise price of the warrants and the number of shares of our common stock issuable upon the exercise of the warrants are subject to proportional adjustment in the event of stock splits, dividends, recapitalizations or similar transactions. Upon 30 days’ notice, we have the right to call any series of warrants at $0.10 per warrant at any time that the average 20-day last sale price exceeds 200% of the respective warrant exercise price. Other than the exercise price and call provisions of each series of warrant, and the restriction on the exercisability of the Series E Warrant, all other terms and conditions of the warrants are the same.

As partial compensation for the placement agent services in this offering, we issued to the designees of Forge Financial Group, Inc., a broker-dealer that served as placement agent for us in this offering, 12,500 five-year warrants (the “2011 Placement Agent Warrants”) to purchase a 10% of the units sold in the 2011 unit offering at a purchase price of $0.10 per Placement Agent Warrant. The 2011 Placement Agent Warrants are exercisable on a cashless basis. The 12,500 Series D Warrants and 12,500 Series E Warrants included in the 2011 Placement Agent Warrants are also exercisable on a cashless basis for three years. The exercise price of the 2011 Placement Agent Warrants and the Series D and Series E Warrants included in the 2011 Placement Agent Warrants are subject to proportional adjustment for stock splits, dividends and similar corporate events.

The Company presently has 15,332,500 warrants of our common stock outstanding.

	Options		Range of		Weighted Average
	Warrants		Exercise Price		Exercise Price
Outstanding at June 30, 2010		-			$	-
Granted		15,332,500		$.10 to $.25
Expired		-
Outstanding at June 30, 2011		15,332,500		$.10 to $.25	$	0.19

F-19

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

NOTE 10. STOCK OPTIONS AND WARRANTS

Stock Option Plans

2010 Equity Compensation Plan

On June 28, 2010, our Board of Directors authorized our 2010 Equity Compensation Plan covering 12,000,000 shares of common stock. The plan was approved by our stockholders on June 28, 2010. The purpose of the plan is to enable us to offer to our employees, officers, directors and consultants whose past, present and/or potential contributions to our company have been are or will be important to our success, an opportunity to acquire a proprietary interest in our company. The 2010 Equity Compensation Plan is administered by our Board of Directors. Plan options may either be (i) incentive stock options (ISOs), (ii) non-qualified options (NSOs), (iii) awards of our common stock or (iv) rights to make direct purchases of our common stock which may be subject to certain restrictions. Any option granted under the 2010 Equity Compensation Plan must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The plan further provides that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The term of each plan option and the manner in which it may be exercised is determined by the Board of Directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. In the event of any stock split of our outstanding common stock, the Board of Directors in its discretion may elect to maintain the stated amount of shares reserved under the plan without giving effect to such stock split. Subject to the limitation on the aggregate number of shares issuable under the plan, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Our Board of Directors has not yet made any grants under the 2010 Equity Compensation Plan.

NOTE 11. – LEASE COMMITMENTS

Lease

Rent expense for the years ended June 30, 2011 and 2010 were approximately $164,510 and 170,500, respectively.

Future lease payments under the aforementioned lease are as follows:

2012	$	282,923
2013		192,807
2014		192,807
2015		192,807
2016		192,807
thereafter		337,409
	$	1,391,560

F-20

ANYTHINGIT INC.

NOTES TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2011 AND 2010

Software and equipment lease

Future lease payments under software and equipment leases are as follows:

2012	$	30,227
2013		15,113
	$	45,340

NOTE 12. – SUBSEQUENT EVENTS

The Company has evaluated events and transactions that occurred subsequent to June 30, 2011 through the date the financial statements were issued, for potential recognition or disclosure in the accompanying financial statements. Other than the disclosures shown, the Company did not identify any events or transactions that should be recognized or disclosed in the accompanying financial statements.

F-21

Until _________, 2012 (90 days after the date of this prospectus), all dealers effecting transactions in the registered securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligations to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions

No dealer, sales representative or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the company or any of the underwriters. This prospectus does not constitute an offer of any securities other than those to which it relates or an offer to sell, or a solicitation of any offer to buy, to any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create an implication that the information set forth herein is correct as of any time subsequent to the date hereof.

TABLE OF CONTENTS
	Page
About this Prospectus	2	——————— PROSPECTUS ——————— ________________, 2011 39,297,960 Shares of Common Stock
Other Pertinent Information	2
Prospectus Summary	2
Summary of the Offering	2
Selected Financial Data	3
Risk Factors	3
Cautionary Statement Regarding Forward Looking Information	7
Market for Common Equity and Related Stockholder Matters	8
Capitalization	9
Use of Proceeds	9
Management’s Discussion and Analysis of Financial Statements and Results of Operations	9
Our Business	13
Management	18
Executive Compensation	21
Certain Relationships and Related Transactions	22
Principal Stockholders	23
Description of Securities	24
Selling Security Holders	26
Plan of Distribution	29
Legal Matters	30
Experts	30
Where You Can Find Additional Information	30
Index to Financial Statements	F-1

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses payable by us in connection with the distribution of the securities being registered are as follows:

SEC Registration and Filing Fee	$	608
Legal Fees and Expenses*		20,000
Accounting Fees and Expenses*		7,500
Financial Printing*		5,000
Transfer Agent Fees*		1,500
Blue Sky Fees and Expenses*		200
Miscellaneous*		193
TOTAL	$	35,001

———————

* Estimated

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the act and is therefore unenforceable.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Following are all issuances of securities by the registrant during the past three years which were not registered under the Securities Act of 1933, as amended (the “Securities Act”). In each of these issuances the recipient represented that he was acquiring the shares for investment purposes only, and not with a view towards distribution or resale except in compliance with applicable securities laws and had access to information concerning our company. No general solicitation or advertising was used in connection with any transaction, and the certificate evidencing the securities that were issued contained a legend restricting their transferability absent registration under the Securities Act or the availability of an applicable exemption therefrom. Unless specifically set forth below, no underwriter participated in the transaction and no commissions were paid in connection with the transactions.

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In August 2008 we issued a member of our Board of Directors 2,500,000 shares of our common stock valued at $246,000 as compensation for his services as a director. The recipient was an accredited investor and the issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that act.

In August 2008 we issued two of our executive officers who are also members of our Board of Directors an aggregate of 2,500,000 shares of our common stock valued at $492,000 as compensation for their services to us. The recipients were accredited investors and the issuances were exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that act.

In August 2008 we also issued two of our executive officer who are also members of our Board of Directors and aggregate of 25,000,000 shares of our common stock valued at $2,460,000 as compensation under employment agreements with our company. The recipients were accredited investors and the issuances were exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that act.

In May 2010 we entered into a financial advisory agreement with Forge Financial Group, Inc., a broker-dealer and member of FINRA, to provide financial advisory services to us. As compensation for those services, we issued the designees of Forge Financial Group, Inc. 5,000,000 shares of our common stock valued at $15,000 as compensation under the agreement. The recipients were accredited investors and the issuances were exempt from registration under the Securities Act in reliance on exemptions provided by Section 4(2) of that act.

In May 2010 we sold an aggregate of 5,000,000 shares of our common stock to four accredited and sophisticated investors in a private transaction exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that act. We received gross proceeds of $5,000. We did not pay any commissions or finder’s fees in this transaction. We used the proceeds for general working capital.

In May 2010 we issued a law firm 500,000 shares of our common stock valued at $1,500 as additional compensation for legal services rendered to us. The recipient was an accredited and sophisticated investor and the issuance was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that act.

In October 2010, we sold 5,250,000 units of our securities to accredited investors in a private placement which resulted in gross proceeds to us of $525,000. Each unit consisted of one share of our common stock, one Series A Warrant and one Series B Warrant at a purchase price of $0.10 per unit. Forge Financial Group, Inc., then a broker-dealer and member of FINRA, acted as placement agent for us in this offering. As compensation for its services, we paid Forge Financial Group, Inc. a cash commission of $52,500 and issued its designees five year warrants exercisable at $0.10 per Unit that are exercisable on a cashless basis to purchase 10% of the units sold in this offering. The issuances were exempt from registration under the Securities Act in reliance on exemptions provided by Rule 506 under Regulation D of that act. We also reimbursed the placement agent $15,000 for its expenses in connection with this offering. We are using the net proceeds for general working capital.

In January 2011 and February 2011 we sold $550,000 principal amount 12% convertible promissory notes to accredited investors in a private placement and issued those investors Series C Warrants to purchase 2,200,000 shares of our common stock resulting in gross process to us of $550,000. Forge Financial Group, Inc. also acted as placement agent for us in this offering. As compensation for its services, we paid Forge Financial Group, Inc. a cash commission of $55,000 and issued its designees five-year warrants to purchase a number of shares of our common stock equal to 10% of the number of shares issuable upon conversion of the notes sold in this offering and 10% of the number of shares of our common stock issuable upon exercise of the Series C warrants sold in this offering, both of which are exercisable on a cashless basis. The issuances were exempt from registration under the Securities Act in reliance on exemptions provided by Rule 506 under Regulation D of that act. We are using the net proceeds for general working capital.

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In March 2011, we sold 125,000 units of our securities to an accredited investor in a private placement which resulted in gross proceeds to us of $12,500. Each unit consisted of one share of our common stock, one Series D Warrant and one Series E Warrant at a purchase price of $0.10 per unit. Forge Financial Group, Inc. also acted as placement agent for us in this offering. As compensation for its services, we paid Forge Financial Group, Inc. a cash commission of $1,250 and issued its designees five year warrants exercisable at $0.10 per Unit that are exercisable on a cashless basis to purchase 10% of the units sold in this offering. The issuances were exempt from registration under the Securities Act in reliance on exemptions provided by Rule 506 under Regulation D of that act. We are using the net proceeds for general working capital.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

No.		Description
2.1		Certificate of Ownership and Merger of Access Direct, Inc. and AnythingIT Inc. *
3.1		Certificate of Incorporation of AnythingIT Inc. *
3.2		Certificate of Correction of AnythingIT Inc. *
3.3		Certificate of Amendment to the Certificate of Incorporation of AnythingIT Inc. *
3.4		Bylaws of AnythingIT Inc. *
4.1		Form of Series A and Series B Warrant *
4.2		Form of Series C Warrant *
4.3		Form of Series D and Series E Warrant *
4.4		Form of 12% convertible promissory note *
4.5		Form of Placement Agent Warrant for 2010 unit offering *
4.6		Form of Placement Agent Warrant for 2011 note offering *
4.7		Form of Placement Agent Warrant for 2011 unit offering *
5.1		Opinion of Schneider Weinberger LLP **
10.1		Executive Employment Agreement with David Bernstein *
10.2		Executive Employment Agreement with Vlad Stelmak *
10.3		Form of Shareholders Agreement dated July 31, 2001
10.4		Stock Purchase Agreement dated February 1, 2010 between Richard Hausig and AnythingIT Inc. *
10.5		Financial Advisory Agreement dated May 4, 2010 with Forge Financial Group, Inc. *
10.6		Independent Consulting and Advisory Agreement dated June 21, 2010 with Forge Financial Group, Inc. *
10.7		Placement agent letter agreement dated May 11, 2010 with Forge Financial Group, Inc. *
10.8		Placement agent letter agreement dated December 28, 2010 with Forge Financial Group, Inc. *
10.9		Placement agent letter agreement dated January 24, 2011 with Forge Financial Group, Inc. *
10.10		2010 Equity Compensation Plan *
10.11		Lease for principal executive offices*
10.12		Lease for principal executive office expiring April 2012*
10.13		Form of Termination Agreement with Forge Financial Group, Inc. *
10.14		Form of Financial and Management Advisory Agreement with Mediterranean Securities Group, LLC *
14.1		Code of Business Conduct and Ethics *
23.1		Consent of Sherb & Co., LP **
23.2		Consent of Schneider Weinberger LLP (included in Exhibit 5.1) **
99.1		Power of Attorney (included on Signature Page of original registration statement as filed with the SEC)

________

*	previously filed
**	filed herewith

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ITEM 17. UNDERTAKINGS.

a. The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

ii.

If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fair Lawn, State of New Jersey on October 25, 2011.

	AnythingIT Inc.

	By:	/s/ David Bernstein
		David Bernstein
		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ David Bernstein
David Bernstein	President, Chief Executive Officer, director, principal executive officer, principal financial and accounting officer	October 25, 2011

/s/ *
Vlad Stelmak	Chief Operating Officer, Secretary, director	October 25, 2011

/s/ *
Richard Hausig	Director	October 25, 2011

* by David Bernstein, Attorney-in-Fact

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Attached files

WeedHire International, Inc. Reports

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