SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                AMENDED FORM 10-K

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

                    For the fiscal year ended April 30, 2001
                           Commission File No. 0-18292

                          SPIDERBOY INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

               Minnesota                                41-0825298
      (State or other jurisdiction          (IRS Employer Identification No.)
   of Incorporation or Organization)

              13348 Highland Chase Place, Fort Myers, Florida 33913
               (Address of principal executive office) (Zip Code)


                  Registrant's telephone number (941) 561-8777


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

           Securities registered pursuant to Section 12(g) of the Act:
                                      None

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes_X_ NO___

The aggregate market value of the voting stock held by non-affiliates of the
Registrant on April 30, 2001, based on the average bid and asked prices of
Common Stock in the over-the-counter market on that date was None.

36,952,828 shares of Registrant's Common Stock, no par value were outstanding on
April 30, 2001, prior to the effectiveness of the latest practicable date.

<PAGE>


                                    CONTENTS

                                                                          Page
                                                                          ----

PART I

         Item 1.  BUSINESS                                                3

         Item 2.  PROPERTY                                                4

         Item 3.  LEGAL PROCEEDINGS                                       4

         Item 4.  SUBMISSION OF MATTERS TO A VOTE
                  OF SECURITY HOLDERS                                     4

PART II

         Item 5.  MARKET FOR REGISTRANT'S COMMON
                  EQUITY AND RELATED STOCKHOLDER
                  MATTERS                                                 4

         Item 6.  SELECTED FINANCIAL DATA                                 4

         Item 7.  MANAGEMENT'S DISCUSSION AND
                  ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS                               5

         Item 8.  FINANCIAL STATEMENTS AND
                  SUPPLEMENTARY DATA                                      6

         Item 9.  DISAGREEMENTS ON ACCOUNTING AND
                  FINANCIAL DISCLOSURE                                    6

PART III

         Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF
                  THE REGISTRANT                                          6

         Item 11. EXECUTIVE COMPENSATION                                  7

         Item 12. SECURITY OWNERSHIP OF CERTAIN
                  BENEFICIAL OWNERS AND MANAGEMENT                        7

         Item 13. CERTAIN RELATIONSHIPS AND RELATED
                  TRANSACTIONS                                            8

PART IV

         Item 14. EXHIBITS, FINANCIAL STATEMENT
                  SCHEDULES AND REPORTS ON FORM 8-K                       8


                                       2
<PAGE>


                                     PART I

Item 1. - BUSINESS

         The Company was incorporated in Minnesota in February, 1959. There were
several name changes, and in April, 1988 the name was changed to the present
name.

         The Company was engaged in the business of assisting new prospects in
setting up their own retail clothing and shoe stores. Services included store
fixtures and beginning inventory, management training and consulting, assistance
with the selection of accessories and grand opening.

         The Company acted as a holding company for High Country Fashions, Inc.,
and, on April 29, 1997, abandoned its investment in High Country Fashions, Inc.
and approved a transfer of High Country Fashions, Inc. to Continental Casuals,
Ltd., a company owned by the Company's President and majority stockholder. The
Company recorded a gain on this abandonment and resulting debt cancellation of
$1,600,000 because the liabilities of High Country Fashions, Inc. exceeded its
assets.

         The transaction left the Company with no assets and no business until
the Company merged with Spiderboy.com, Inc. on October 12, 2000.

         Spiderboy.Com, Inc. is in the business of creating and running the
Spiderboy.com search engine on the world wide web. Spiderboy.com will act as a
geographical and categorical web portal "highway system" for every country in
the world as well as major cities with stops or community web sites for every
town. Spiderboy.com will be supported by web designing, hosting, banner
advertisements, affiliate marketing and our own e-commerce sites. The main focus
is to create several tiers of ad revenue by specializing in geographical and
categorical portals and giving away or licensing them to regional government
agencies. The search engine will offer information from local television guides
to governmental, hospital, hotel and airport information from around the world.
Spiderboy.com currently owns over 300 unique domain names and already has
numerous web portals running in the development stage including a partnership
with a licensed, bonded, and insured Travel Agency with personal and online
services. Spiderboy.com will also offer web design and hosting facilities at
very competitive prices to business and build on the relationships to create
e-commerce sites for these companies.


                                       3
<PAGE>


         The Company has one employee, its President.


Item 2. - PROPERTY

         None


Item 3. - LEGAL PROCEEDINGS

         None


Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY

         HOLDERS

         There was a shareholders meeting on October 12, 2000 where the
shareholders of the Company voted to merge with Spiderboy.com, Inc., and to
change the name of the Company to Spiderboy International, Inc.


                                     PART II

Item 5. - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDER MATTERS

         The Company's common stock is not traded, the last trade was in August,
1990.

         There are 381 shareholders of record.

         The Company has never paid a dividend, cash or otherwise.


Item 6. - SELECTED FINANCIAL DATA


                                       4
<PAGE>


                                    Fiscal Years Ended April 30,
                                    ----------------------------
                                    2001          2000          1999
                                    ----          ----          ----

Income Statement Data
---------------------
   Net Sales                        $  5,948      $     --      $    --
   Net Income (loss)                $(88,729)     $(29,314)     $(1,040)
Per Share Data
--------------
Net Income (loss)                   $     --      $     --      $    --


                                    As of April 30,
                                    2001          2000          1999
                                    ----          ----          ----

Balance Sheet Data
------------------
   Total Assets                     $ 34,302      $ 44,815      $     --
   Total Liabilities                $ 45,336      $ 55,952      $ 35,791
   Stockholders' Equity (Deficit)   $(11,034)     $(11,137)     $(28,795)


Item 7. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

         The Company acted as a holding company for High Country Fashions, Inc.,
and, on April 29, 1997, abandoned its investment in High Country Fashions, Inc.
and approved a transfer of High Country Fashions, Inc. to Continental Casuals,
Ltd., a company owned by the Company's then President and majority stockholder.
The Company recorded a gain on this abandonment and resulting debt cancellation
of $1,600,000 because the liabilities of High Country Fashions, Inc. exceeded
its assets.

         The transaction left the Company with no assets and no business until
the merger with Spiderboy.com, Inc. in October, 2000.

Results of Operations

         The Company had a limited revenue, $5,948 from licensing and sales of
domain names in the period ending April 30, 2001. During the same period the
Company expended $94,698, the largest items were domain annual registration of
$21,453 and professional fees of $29,985, for a net loss of $88,750.

Liquidity and Capital Resources

         The Company financed its operations with equity capital, and raised a
total of $88,832. The Company intends to raise money through venture capital for
further operations, though there are no specific plans for venture capital at
this time.


                                       5
<PAGE>


Product Research and Development

         The Company does not anticipate conducting any product research and
development during the next 12 months that would require significant capital.

Purchases or Sale of Plant and Equipment

         The Company anticipates that it will not need any purchases or plant or
equipment in the near future.


Item 8. - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements are attached following Item 14.


Item 9. - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
          DISCLOSURE.

         None.


                                    PART III

Item 10. - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The executive officers and directors of the Company, with a brief
description, are as follows:

Name                                   Position
----                                   --------

Mark N. Pardo                          Chairman, President, CEO, Director

John Bolan                             CFO, Director

Jim Cullen                             Director

Kimberly F. Oliver                     Director

Michael S. Edwards                     Director


                                       6
<PAGE>


         MARK N. PARDO, is the Chairman of the Board, President, and Chief
Executive Officer, Spiderboy.Com, Inc. Mr. Pardo is responsible for the
development of the Spiderboy.com search engine and will continue to oversee the
development of the Spiderboy.com search engine. He is also responsible for
acquiring the domain names, and the design of many websites that are to be owned
by Spiderboy.com. Mr. Pardo is a successful real estate investor and
entrepreneur. He is a computer expert in HTML, JAVA, C++ and PROTOCOLS, which
has enabled him to build thousands of internet web pages over the years.

         JOHN BOLAN, is the Chief Financial Officer, and a Director of
Spiderboy.Com, Inc. since its inception. He is a Certified Public Accountant,
Enrolled Agent, Licensed Florida Real Estate Broker, and has practiced as a
Public Accountant and Tax Consultant for 30 years. He holds a Masters Degree in
Mathematics and Business Administration and a Masters Degree in Business
Administration.

         JIM CULLEN, is an Account Executive for Reynolds and Reynolds
Corporation, Information System Group since 1981. He is responsible for managing
and growing a $2,000,000 territory, he sold one of the first electronic forms
applications in the country, he introduced and sold leading on-line technology
to the current account base, and is responsible for training and developing
customer service representatives.

         KIMBERLY F. OLIVER, is currently on the Board of Directors and a part
owner of the JBM Group, Inc. a public relations and marketing company. She was,
until recently stepping down, the Vice President of Marketing in charge of the
marketing representatives, market research and development.

         MICHAEL S. EDWARDS, until 1998 Mr. Edwards was the Supervisor of the
Second Shift at Avondale Mills, Inc. He was responsible for all production areas
on his shift, as well as the payroll and training of all employees on the second
shift. He was responsible for maintaining and ensuring sufficient plant output
for the second shift.

         The directors of the Company are elected annually by the shareholders
for a term of one year or until their successors are elected and qualified. The
officers serve at the pleasure of the Board of Directors.


Item 11. - EXECUTIVE COMPENSATION.

         There are no officers or directors that received compensation in excess
of $60,000 or more during the last year. Mr. Pardo has been paid a total of
$7,650 in the past year.


                                       7
<PAGE>


Item 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT.

         The following table sets forth information as to the owners of 5% or
more of the voting securities, and officers and directors of the new company:

Name of Beneficial Owner     Number of Shares      % of Ownership
------------------------     ----------------      --------------

Mark N. Pardo                      27,740,000                 75%

John Bolan                          1,000,000                  1%

Jim Cullen                             60,000                  1%

Michael Edwards                         6,000                  1%

Kim Oliver                             12,000                  1%

All officers and
Directors as a group               28,818,000                 78%


Item 13. - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None


                                     PART IV

Item 14. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
           REPORTS ON FORM 8-K.

         (a) Attached are the Financial Statements and Independent Auditor's
         Report on the Financial Statements for the years ended April 30, 2001,
         April 30, 2000 and April 30, 1999.

         (b) Attached are the following Financial Statement Schedules and
         Auditors Report on Schedules,

         None

         All schedules are omitted because they are not required or not
         applicable or the information is shown in the financial statements or
         notes thereto.


                                       8
<PAGE>


         (c) A report was filed on Form 8-K concerning the merger, and a Form
         14A was later filed concerning the merger.

         (d) There are no exhibits.





                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated December 27, 2001



                                        SPIDERBOY INTERNATIONAL, INC.




                                        by /s/ Mark N. Pardo
                                           ----------------------------
                                           Mark N. Pardo


                                       9
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2001, 2000, 1999 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2001

<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2001, 2000, 1999 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2001


                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

Independent Auditors' Report...................................................1


Consolidated Financial Statements:

    Consolidated Balance Sheets................................................2

    Consolidated Statements of Operations......................................3

    Consolidated Statements of Stockholders' Equity (Deficit)..................4

    Consolidated Statements of Cash Flows......................................5

    Notes to Consolidated Financial Statements.................................6

<PAGE>


                      CALLAHAN, JOHNSTON & ASSOCIATES, LLC
                  CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS


                          INDEPENDENT AUDITORS' REPORT


Stockholders and Board of Directors
Spiderboy International, Inc.
  (A Development Stage Company)
Fort Myers, Florida

We have audited the accompanying consolidated balance sheets of Spiderboy
International, Inc. as of April 30, 2001, 2000, and 1999, and the related
consolidated statements of operations, stockholders' equity (deficit), and cash
flows for the years then ended and for the period from November 18, 1999 to
April 30, 2001. These consolidated financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatements. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Spiderboy
International, Inc. as of April 30, 2001, 2000 and 1999 and the results of
operations, stockholders' equity (deficit) and cash flows for the years then
ended and for the period from November 18, 1999 to April 30, 2001, in conformity
with accounting principles generally accepted in the United States of America.



/s/ Callahan, Johnston & Associates, LLC

CALLAHAN, JOHNSTON & ASSOCIATES, LLC
Minneapolis, Minnesota
July 18,  2001




            7400 LYNDALE AVENUE SOUTH, SUITE 140, RICHFIELD, MN 55423
                   TELEPHONE: (612)861-0970 FAX: (612)861-5827
                        E-MAIL: callahan_johnston@msn.com


                                       1
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        April 30,
                                                      ----------------------------------------------
                                                          2001             2000             1999
                                                      ------------     ------------     ------------
<S>                                                   <C>              <C>              <C>
                    ASSETS
                    ------

Current assets:
    Cash in bank                                      $      2,671     $      4,815     $         --
    Attorney Trust Account                                   1,249            2,000               --
                                                      ------------     ------------     ------------
               Total current assets                          3,920            6,815               --
                                                      ------------     ------------     ------------

Fixed assets                                                   424               --               --
    Less accumulated depreciation                               42               --               --
                                                      ------------     ------------     ------------
               Net fixed assets                                382               --               --
                                                      ------------     ------------     ------------

Other assets:
    Purchased domain names and technology rights            40,000           40,000               --
        Less accumulated amortization                       10,000            2,000               --
                                                      ------------     ------------     ------------
               Total other assets                           30,000           38,000               --
                                                      ------------     ------------     ------------

               Total assets                           $     34,302     $     44,815     $         --
                                                      ============     ============     ============


    LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
    ----------------------------------------------

Current liabilities:
    Accounts payable                                  $      7,917     $     28,033     $     32,872
    Accrued income taxes                                     2,919            2,919            2,919
    Accrued interest                                         2,500               --               --
    Note payable - related party                                --           25,000               --
    Convertible notes payable                               32,000               --               --
                                                      ------------     ------------     ------------
               Total current liabilities                    45,336           55,952           35,791
                                                      ------------     ------------     ------------

Stockholders' equity (deficit):
    Preferred stock: undesignated par value;
        5,000,000 shares authorized; none issued
        and outstanding                                         --               --               --
    Common stock: no par value; 50,000,000
        shares authorized; issued and outstanding
        shares 36,952,828 in 2001, 36,272,943 in
        2000, 5,425,920 in 1999                            580,215          491,383          437,415
    Accumulated deficit                                   (473,725)        (473,725)        (473,206)
    Deficit accumulated during development stage          (117,524)         (28,795)              --
                                                      ------------     ------------     ------------

        Total stockholders' equity (deficit)               (11,034)         (11,137)         (35,791)
                                                      ------------     ------------     ------------

        Total liabilities and
          stockholders' equity (deficit)              $     34,302     $     44,815     $         --
                                                      ============     ============     ============
</TABLE>


                 The accompanying notes are an integral part of
                           these financial statements.


                                       2
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                       Reentrance Into
                                                                                         Development
                                                                                            Stage
                                                                                        (November 18,
                                                                                           1999) To
                                                   Years Ended April 30,                   April 30,
                                     ----------------------------------------------     ------------
                                         2001              2000             1999             2001
                                     ------------     ------------     ------------     ------------
<S>                                  <C>              <C>              <C>              <C>
Revenues                             $      5,948     $         --     $         --     $      5,948

Administrative expenses                   (92,177)         (29,314)          (1,040)        (120,972)

Interest expense                           (2,500)              --               --           (2,500)

Income tax expense (benefit)                   --               --               --               --
                                     ------------     ------------     ------------     ------------

        Net income (loss)                 (88,729)         (29,314)          (1,040)        (117,524)

Other comprehensive income (loss)              --               --               --               --
                                     ------------     ------------     ------------     ------------

Comprehensive income (loss)          $    (88,729)    $    (29,314)    $     (1,040)    $   (117,524)
                                     ============     ============     ============     ============

Basic earnings (loss) per share      $         --     $         --     $         --     $         --
                                     ============     ============     ============     ============


Weighted average number of
  shares outstanding                   36,223,571       34,439,619        5,425,920       35,977,326
                                     ============     ============     ============     ============
</TABLE>


                 The accompanying notes are an integral part of
                           these financial statements.


                                       3
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                                         Deficit
                                                                                                       Accumulated
                                          Preferred Stock             Common Stock                        During
                                     ------------------------  ------------------------  Accumulated   Development
                                        Shares       Amount       Shares       Amount      Deficit        Stage          Total
                                     -----------  -----------  -----------  -----------  -----------   -----------   -----------
<S>                                  <C>          <C>          <C>          <C>          <C>           <C>           <C>
BALANCES, April 30, 1998                      --  $        --    5,425,920  $   437,415  $  (472,166)  $        --   $   (34,751)

    Fiscal year 1999                          --           --           --           --       (1,040)           --        (1,040)
                                     -----------  -----------  -----------  -----------  -----------   -----------   -----------

BALANCES, April 30, 1999                      --           --    5,425,920      437,415     (473,206)           --       (35,791)
    Issuance of common stock
       at $.0001 per share                    --           --   30,000,000        3,000           --            --         3,000
    Spiderboy.com, Inc. stock
       issuance at $.05 per
       equivalent share                       --           --      847,023       43,000           --            --        43,000
    Additional equity
       contributions to cover
       administrative expenses
       and settle liabilities                 --           --           --        7,968           --            --         7,968
    Fiscal year 2000                          --           --           --           --         (519)      (28,795)      (29,314)
                                     -----------  -----------  -----------  -----------  -----------   -----------   -----------

BALANCES, April 30, 2000                      --           --   36,272,943      491,383     (473,725)      (28,795)      (11,137)
    Spiderboy.com, Inc. stock
       issuance at $.05 per
       equivalent share                       --           --      590,947       30,000           --            --        30,000
    Additional equity contributions
       to cover administrative
       expenses and settle
       liabilities                            --           --           --       49,938           --            --        49,938
    Issuance of common stock at
       $.10 per share                         --           --       88,938        8,894           --            --         8,894
    Fiscal year 2001                          --           --           --           --           --       (88,729)      (88,729)
                                     -----------  -----------  -----------  -----------  -----------   -----------   -----------

BALANCES, April 30, 2001                      --  $        --   36,952,828  $   580,215  $  (473,725)  $  (117,524)  $   (11,034)
                                     ===========  ===========  ===========  ===========  ===========   ===========   ===========
</TABLE>


                 The accompanying notes are an integral part of
                           these financial statements.


                                       4
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           Increase (Decrease) In Cash

<TABLE>
<CAPTION>
                                                                                           Reentrance Into
                                                                                             Development
                                                                                                Stage
                                                                                            (November 18,
                                                       Years Ended April 30,                   1999) To
                                          ----------------------------------------------      April 30,
                                              2001             2000             1999             2001
                                          ------------     ------------     ------------    ------------
<S>                                       <C>              <C>              <C>             <C>
Cash flows from operating activities:
      Net income (loss)                   $    (88,729)    $    (29,314)    $     (1,040)   $   (117,524)
      Adjustments to reconcile net
          income (loss) to cash flows
          from operating activities:
            Depreciation                            42               --               --              42
            Amortization                         8,000            2,000               --          10,000
            Attorney Trust Account                 751           (2,000)              --          (1,249)
            Accounts payable and other
              current liabilities              (17,616)          (4,839)           1,040         (22,974)
                                          ------------     ------------     ------------    ------------
Net cash flows from operating
    activities                                 (97,552)         (34,153)              --        (131,705)
                                          ------------     ------------     ------------    ------------

Cash flows from financing activities:
        Proceeds of convertible
          notes payable                         32,000               --               --          32,000
        Principal payments on note
          payable - related party              (25,000)         (15,000)              --         (40,000)
        Proceeds from issuance of
          common stock and additional
          equity contributions                  88,832           53,968               --         142,800
                                          ------------     ------------     ------------    ------------
Net cash flows from financing
    activities                                  95,832           38,968               --         134,800
                                          ------------     ------------     ------------    ------------

Cash flows from investing activities:
        Purchase of fixed assets                  (424)              --               --            (424)
                                          ------------     ------------     ------------    ------------

Increase (decrease) in cash                     (2,144)           4,815               --           2,671

Cash:
  Beginning of year                              4,815               --               --              --
                                          ------------     ------------     ------------    ------------

  End of year                             $      2,671     $      4,815     $         --    $      2,671
                                          ============     ============     ============    ============

Supplemental cash flow information:
    Interest paid                         $         --     $         --     $         --    $         --
                                          ============     ============     ============    ============
    Income taxes paid                     $         --     $         --     $         --    $         --
                                          ============     ============     ============    ============
</TABLE>

Summary of non cash activity:

In February 2000, the Company purchased domain names and technology rights
through issuance of a $40,000 note (see Note 5).


                                       5
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2001, 2000, 1999 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

The Company was incorporated on February 11, 1959, under the laws of the State
of Minnesota. On April 13, 1988, the Company changed its name to High Country
Ventures, Inc.

High Country Ventures, Inc. formerly acted as a holding company for its
wholly-owned subsidiary, High Country Fashions, Inc. (HCF). On April 29, 1997
the Company abandoned its investment in HCF and approved the transfer of HCF to
Continental Casuals, LTD, a Company owned by High Country Ventures, Inc.'s then
President and then majority stockholder. The Company recorded a gain on this
abandonment and resulting debt cancellation of $1,600,000 because the
liabilities of HCF exceeded its assets.

From April 29, 1997 to October 26, 2000 the Company had no operations. On
October 26, 2000, the Company acquired Spiderboy.com, Inc. At this time the
stockholders of the Company also approved a name change to Spiderboy
International, Inc. This merger was accounted for as a pooling of interests, and
accordingly, all prior period consolidated financial statements have been
restated to include the combined results of operations, financial position and
cash flows. Information concerning common stock has been restated on an
equivalent share basis. There were no transactions between the companies prior
to the merger. The effects of conforming Spiderboy.com, Inc.'s accounting
polices to those of the Company were not material.


                                       6
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2001, 2000, 1999 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business (Continued)

Spiderboy.com, Inc. (d/b/a Spiderboy.com) was formed under the laws of the State
of Florida on November 18, 1999. The goal of the Company is to create
"Spiderboy's Web" and "Spiderboy's Information Superhighway"
(www.spiderboy.com), providing an organized system of internal portals linked
first geographically and then categorically by content. This system will become
much like an information highway with exists and stops for every country and for
most major cities in each country. A user should be able to find approximately
90% of the information that he or she would normally access on the worldwide
web, without tedious searches and without the possibility of inadvertently
accessing pornographic websites. The access time should be efficient, and once
within "Spiderboy's Web" and on "Spiderboy's Information Superhighway", a user
has virtually no reason to leave until completion of his tasks.

"Spiderboy's Web" will link geographical locations and content by Continents,
Countries, Counties and Cities. The locations will be further organized into
government, community organizations, hospitals, schools, clubs, etc. and, of
course, commercial endeavors. These many portals will be linked to one another
within "Spiderboy's Web", which will all be interlinked to feed traffic to other
sites within the "Spiderboy's Web". One needs only to "point and click" to the
geographical location anywhere within the world or the U.S. in which the
information should reside to find practically anything that he or she needs on
the worldwide web.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subusidiary, Spiderboy.com, Inc. All intercompany
transactions and balances have been eliminated in consolidation.


                                       7
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2001, 2000, 1999 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

Revenues relating to advertising revenues earned from banner advertising and/or
links placed on pages of the Spiderboy web site. Revenues are recognized in the
period the advertising is displayed on the pages of the Spiderboy web site.

Revenues relating to domain name sales will be recorded at the date of sale.
Revenues from domain name licensing will be recognized ratably on a
straight-line basis over the life of the agreement.

Risks, Estimates and Uncertainties

     Use of Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and reported amounts of revenues and expenses during
     the reporting period.

     Key Personnel

     Marketing efforts, consulting services and technical and administrative
     efforts of the Company's majority stockholder have accounted for 100% of
     the Company's activities inception to date. No employment agreement
     currently exists with this stockholder.

     Development Stage

     The Company has not commenced principal operations and is considered to be
     in the development stage (see Note 2).


                                       8
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2001, 2000, 1999 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     Domain "Squatting"

     Domain "squatting" is the process of registering domain names in the name
     of well known individuals or entities with the hope of selling these domain
     names back to the individual or entity. Recent court rulings and standards
     being implemented and enforced by Internet regulatory bodies have found
     this process to be inappropriate. Many recent cases have required
     transference of the domain name to the well known individual or entity at
     little, if any, consideration.

     The Company does not feel its registered domain names could be construed as
     domain "squatting". The Company's registered domain names are being
     incorporated into "Spiderboy's Web" and "Spiderboy's Information
     Superhighway". The Company is offering to link these registered domain
     names to existing sites for these geographical or business entities. In
     addition, the Company is offering to assist with development of these sites
     for the geographical or business entities.

     Since some of these registered domain names incorporate well known and/or
     trademarked names, it is at least reasonably possible that a claim of
     domain "squatting" be brought against the Company. If such a claim was
     brought, the Company feels its exposure would be limited to forfeiture of
     that name. Management does not feel such a forfeiture would materially
     impact the Company's operations.

Intangible Assets

An intangible asset was recorded at the cost paid for domain names, search
engine and technology rights, trade names, and sites in progress purchased from
Captiva Outlook Corporation, a related party (see Note 5). This intangible asset
is being amortized over sixty months using the straight-line method.


                                       9
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2001, 2000, 1999 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-Based Consideration

The Company has applied the fair value-based method of accounting for employee
and nonemployee stock-based consideration and/or compensation in accordance with
FASB Statement 123.

Long-Lives Assets

In accordance with SFAS 121, Accounting For The Impairment Of Long-Lived Assets
And For Long-Lives Assets To Be Disposed Of, the Company reviews its long-lived
assets and intangibles related to those assets periodically to determine
potential impairment by comparing the carrying value of the long-lived assets
outstanding with estimated future cash flows expected to result from the use of
the assets, including cash flows from disposition. Should the sum of the
expected future cash flows be less than the carrying value, the Company would
recognize an impairment loss. An impairment loss would be measured by comparing
the amount by which the carrying value exceeds the fair value of the long-lived
assets and intangibles. To date, management has determined that no impairment of
long-lived assets exists.

Comprehensive Income

SFAS No. 130 establishes standards for the reporting and disclosure of
comprehensive income and its components which will be presented in association
with our Company's financial statements. Comprehensive income is defined as the
change in a business enterprise's equity during a period arising from
transactions, events or circumstances relating to nonowner sources, such as
foreign currency translation adjustments and unrealized gains or losses on
available-for-sale securities. It includes all changes in equity during a period
except those resulting from investments by or distributions to owners. For the
fiscal years ended April 30, 2001, 2000 and 1999, and the period from November
18, 1999 to April 30, 2001, net income and comprehensive income were equivalent.


                                       10
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2001, 2000, 1999 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2001


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Earnings Per Share

The Company implemented FASB 128: Earnings Per Share. FASB 128 replaces the
presentation of primary EPS with basic EPS. Basic EPS excludes dilution and is
computed by dividing net income by the weighted-average number of common shares
outstanding for the year. Diluted EPS reflects the potential dilution from stock
options and warrants and is computed using the treasury stock method. Under the
treasury stock method stock options are assumed to have been exercised at the
beginning of the period if the exercise price exceeds the average market price
during the period. The computation of diluted EPS does not assume conversion or
exercise of securities that would have an antidilutive effect on earnings per
share.

There are not outstanding stock options or warrants.

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" which requires the
use of the "liability method" of accounting for income taxes. The Company and
its wholly owned subsidiary file consolidated income tax returns.

NOTE 2 - DEVELOPMENT STAGE COMPANY

Spiderboy International, Inc. is deemed to be in the development stage.
Simultaneous with the acquisition Spiderboy.com, Inc. the Company is deemed to
have reentered the development stage effective at Spiderboy.com, Inc.'s date of
incorporation, November 18, 1999.

To date the Company has devoted the majority of its efforts to: raising capital;
registration and/or acquisition of domain names and annual registration to
protect these domain names; search engine and web site development; and
researching and articulating the plan of operations for the purpose of
introducing Spiderboy.com and thereafter for providing information services via
the Internet. Planned principal operations have not yet commenced and the first
principal revenues are not anticipated until 2002.


                                       11
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2001, 2000, 1999 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2001


NOTE 2 - DEVELOPMENT STAGE COMPANY (Continued)

Management feels that it can complete development of "Spiderboy's Web" and
"Spiderboy's Information Superhighway" (see Note 1: Company) and generate
sufficient site traffic that the Company can generate sufficient revenues to
achieve profitable operations and thereby realize assets and settle obligations
in the normal course of operations. No estimate can be made of the range of loss
that is reasonably possible should the Company be unsuccessful.


NOTE 3 - DISPUTED LIABILITIES

On April 29, 1997, at the time of the abandonment of High Country Fashions, Inc.
(HCF) and its subsequent transfer to Continental Casuals, LTD, the Company
became inactive (see Note 1). On January 7, 1998, HCF voluntarily filed a
petition under Chapter 7 of the U.S. Bankruptcy Code. On July 24, 1999, the
trustee for HCF's bankruptcy filed a no-asset report with the Court indicating
HCF had no property available for distribution from the bankruptcy estate. On
October 5, 1999, HCF's bankruptcy case was closed and all of its obligations
discharged.

Although none of HCF's creditors pursued collection from the Company, the
Company settled certain of these liabilities through payments of cash totaling
$30,000 and the transfer of 100,000 of the Company's common stock owned by one
of the Company's largest stockholders. Through April 30, 2001 no other creditors
of HCF have contacted the Company.


                                       12
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2001, 2000, 1999 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2001


NOTE 4 - CONVERTIBLE NOTES PAYABLE

The Company borrowed $25,000 in November 2000 under an unsecured note bearing
interest at prime plus 2% and maturing March 30, 2001. This note and the related
accrued inteest were convertible into the Company's common stock at $.10 per
share at the option of the note holder. On May 7, 2001, the note holder
converted this note and $2,500 in accrued interest into 275,000 shares of the
Company's common stock.

Another individual has advanced the Company $7,000 under a verbal agreement.
This indebtedness is also convertible into shares of the Company's common stock
at $.10 per share at the option of the creditor. These advances are unsecured,
noninterest bearing and due on demand.


NOTE 5 - RELATED PARTY TRANSACTIONS

     Office Space/Furniture and Equipment

     The Company currently receives office space and use of certain furniture
     and equipment from its majority stockholder under a month-to-month
     agreement at no cost. No value has been reflected for this donated rentals
     in the accompanying financial statements.

     Note Payable - Related Party

     In February 2000, the Company purchased domain names, websites in progress,
     and rights and technology relating to the Spiderboy.com search engine for a
     $40,000 note payable to Captiva Outback Corporation. Captiva Outback
     Corporation is wholly owned by the Company's majority stockholder. This
     note was unsecured and non interest bearing through August 17, 2000. After
     August 17, 2000 inteest was to accrue at 6% compounded monthly on an unpaid
     balance, but this interest was forgiven. This note was repaid in full in
     fiscal years 2000 and 2001.


                                       13
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2001, 2000, 1999 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2001


NOTE 6 - INCOME TAXES

The abandonment of High Country Fashions, Inc. on April 29, 1997, resulted in
debt cancellation income of $1,600,000. The Company excluded this debt
cancellation from income under the insolvency exclusion allowed for under the
Internal Revenue Code. Under audit the Internal Revenue Service could question
the Company's use of the insolvency exclusion. The Company feels that use of the
insolvency exclusion is appropriate in that the Company was insolvent,
liabilities exceeded assets, immediately before and also after the debt
cancellation.

As a result of its exclusion of the debt cancellation income, the Company was
required to reduce its tax attributes at that date. That reduced the Company's
net operating loss carryforwards to zero at that date. The Company's subsequent
net operating loss carryforwards are fully allowed for due to questions
regarding the Company's ability to utilize these losses before they expire.

  Deferred tax asset relating to net operating
    loss carryforwards                                         $  33,000
  Valuation allowance                                            (33,000)
                                                               ---------

  Net deferred tax asset                                       $      --
                                                               =========


At April 30, 2001, the Company has carryforwards as follows:

                                             Federal             State
                                            ---------          ---------

  2013                                      $   1,700          $   1,700
  2014                                          1,000              1,000
  2015                                          7,000              4,000
  2016                                         88,000             88,000
                                            ---------          ---------

                                            $  97,700          $  94,700
                                            =========          =========


                                       14