SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                   FORM 10-K/A

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

                    For the fiscal year ended April 30, 2002
                           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 (239) 470-9662

           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 July 26, 2002, based on the average bid and asked prices of Common
Stock in the over-the-counter market on that date was $1,217,627.69.

43,615,775 shares of Registrant's Common Stock, no par value were outstanding on
July 26, 2002 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                     8

         Item 13. CERTAIN RELATIONSHIPS AND RELATED
                  TRANSACTIONS                                         8
PART IV

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

<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 High Country
Ventures, Inc. In October 8, 2000 the name was changed to Spiderboy
International, Inc.

         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. 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 portal on the world wide web. Spiderboy.com search portal
acts as an information based web portal. Spiderboy.com will be supported by web
designing, hosting, banner advertisements, affiliate marketing and our own
e-commerce sites. The main focus of the Spiderboy search portal is to create ad
revenue by providing content information from local television guides,
newspapers, government entities, hospitals, hotels and airports from around the
world. Spiderboy.com currently owns various domain names and already has
numerous web portals running in the development stage including a partnership
with an online travel agency. Spiderboy.com will also offer web design and
hosting facilities at very competitive prices to businesses and build on the
relationships to create e-commerce sites for these companies. However, due to
the change in the Internet environment, we are phasing out some of our Internet
assets and redirecting those resources into a new exciting entertainment
division. By entering into the exciting entertainment arena, we will be able to
enhance our corporate exposure and the exposure to our various websites to
increase market penetration. We have also retained a business consultant and
legal adviser and the use of enough professional cameras, recorders, specialty
camera lenses, editing equipment, lighting, and studio equipment to conceivably
open a professional quality film studio this will enable us to reach our future
goals. The studio equipment is of the highest quality and will be used to create
a new revenue stream by filming television commercials. We also plan to film
music videos and film quality documentaries to be offered to networks. Our
entertainment division is also in the process of signing up new singing talent
and actors etc.

<PAGE>


         At April 30, 2002 the Company has one employee, its President. On June
3, 2002 the Company retained the services of a part-time chief operating
officer.


Item 2. - PROPERTY

         None


Item 3. - LEGAL PROCEEDINGS

         None


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

         None


                                     PART II

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

         The Company was successful in seeking a market maker to file a form
15C2-11 with the NASD. In 2002 this market maker was notified by the NASD of the
approval to develop a public market for Spiderboy International, Inc. common
stock on the OTC Bulletin Board. However, there is no assurance that a trading
market will develop in the future. Even if a trading market should develop,
there is no way of determining what the market price may be at any future time.

         At January 21, 2002, there were approximately 381 holders of the
Company's issued and outstanding shares of common stock.

         The Company has never declared a cash dividend on its Common Stock. The
Company has not paid, nor declared, any cash dividends since its inception and
does not intend to declare any such dividends in the foreseeable future. The
Company's ability to pay dividends is subject to limitations imposed by
Minnesota law.

<PAGE>


Item 6. - SELECTED FINANCIAL DATA


                                        Fiscal Years Ended April 30,
                                        ----------------------------
                                       2002         2001         2000
                                       ----         ----         ----

Income Statement Data
---------------------
   Net Sales                        $     196    $   5,948    $      --
   Net Income (loss)                $(410,294)   $ (88,729)   $ (29,314)
Per Share Data
--------------
   Net Income (loss)                $    (.01)   $      --    $      --


                                               As of April 30,
                                          ------------------------
                                       2002         2001         2000
                                       ----         ----         ----

Balance Sheet Data
------------------
   Total Assets                     $   1,584    $  34,302    $  44,815
   Total Liabilities                $ 416,912    $  45,336    $  55,952
   Stockholders' (Deficit)          $(415,328)   $ (11,034)   $ (11,137)


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 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.

<PAGE>


Results of Operations

         The Company had limited revenue of $196 and 5,948 from licensing and
sales of domain names in the periods ending April 30, 2002 and 2001,
respectively. There were no revenues in 2000. Administrative expenses increased
to $385,540 in 2002 primarily due to $300,000 accrued for legal fees relating to
Marvel Comics opposition of the Company's Spiderboy trademark. This $300,000
obligation was settled June 3, 2002 through the issuance of 3,000,000 shares of
the Company's common stock.

Liquidity and Capital Resources

         In May 2002 the Company settled $375,186 in accounts payable and notes
payable through the issuance of 3,751,855 shares of its common stock to these
creditors. The Company feels this debt restructuring and its plan ventures into
the entertainment industry will allow it to raise additional debt and equity
financing. In 2002 the Company was only able to raise $10,000 in debt financing.
In 2001 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.


Product Research and Development

         The Company does not anticipate conducting 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 of 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.

<PAGE>


                                    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
----                                --------

Norman Pardo                        Chairman, President, CEO, Director

John Bolan                          CFO, Director

Jim Cullen                          Director

Kimberly F. Oliver                  Director

Michael S. Edwards                  Director


         NORMAN 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
developing the new entertainment division. 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.

<PAGE>


         KIMBERLY F. OLIVER, was 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.

         Mr. Pardo is compensated at $450 per week at present. This salary
compensates Mr. Pardo for his services on a part-time basis. As the Company's
activities increase and Mr. Pardo devotes more of his attention to the Company
it is anticipated this salary will increase.



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
------------------------        ----------------      --------------

Norman Pardo                          27,535,000          62.6%

John Bolan                             1,000,000           2.2%

Jim Cullen                                60,000           .13%

Michael Edwards                            6,000          .013%

Kim Oliver                                12,000          .027%

All officers and
Directors as a group                  28,613,000            65%

<PAGE>


NON-OFFICER or DIRECTOR SHAREHOLDERS
------------------------------------

Kenneth Greenberg                      3,000,000            6.8%

Craig Brand                            3,000,000            6.8%

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 Examination of Financial Statements for the years ended April
         30,2002, April 30, 2001, and April 30, 2000

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

         None

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

         (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 July 29, 2002

                                        SPIDERBOY INTERNATIONAL, INC.
                                        by /s/ Mark Norman Pardo
                                           --------------------------
                                        Mark Norman Pardo

<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2002, 2001, 2000 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2002


                                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, 2002, 2001, and 2000, 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, 2002. 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, 2002, 2001 and 2000 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, 2002, in conformity
with accounting principles generally accepted in the United States of America.

As described in Note 2 to the financial statements, the accompanying financial
statements have been prepared assuming that the Company will continue as a going
concern. The Company's significant operating losses and the substantial
stockholders' deficit raise substantial doubt about its ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

/s/ Callahan, Johnston & Associates, LLC

CALLAHAN, JOHNSTON & ASSOCIATES, LLC
Minneapolis, Minnesota
July 29, 2002


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


                                       1
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                        April 30,
                                                      ----------------------------------------------
                                                          2002             2001             2000
                                                      ------------     ------------     ------------
<S>                                                   <C>              <C>              <C>
                    ASSETS
                    ------

Current assets:
    Cash in bank                                      $      1,287     $      2,671     $      4,815
    Attorney Trust Account                                      --            1,249            2,000
                                                      ------------     ------------     ------------
               Total current assets                          1,287            3,920            6,815
                                                      ------------     ------------     ------------

Fixed assets                                                   424              424               --
    Less accumulated depreciation                              127               42               --
                                                      ------------     ------------     ------------
               Net fixed assets                                297              382               --
                                                      ------------     ------------     ------------

Other assets:
    Purchased domain names and technology rights            40,000           40,000           40,000
        Less accumulated amortization                       18,000           10,000            2,000
        Less allowance for impairment                       22,000               --               --
                                                      ------------     ------------     ------------
               Total other assets                               --           30,000           38,000
                                                      ------------     ------------     ------------

               Total assets                           $      1,584     $     34,302     $     44,815
                                                      ============     ============     ============

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

Current liabilities:
    Accounts payable                                  $    341,482     $      7,917     $     28,033
    Accrued payroll and related                             25,686               --               --
    Accrued income taxes                                     2,919            2,919            2,919
    Accrued interest                                         4,825            2,500               --
    Note payable - related party                                --               --           25,000
    Convertible notes payable                               42,000           32,000               --
                                                      ------------     ------------     ------------
               Total current liabilities                   416,912           45,336           55,952
                                                      ------------     ------------     ------------

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 36,952,858 in 2002, 36,952,858 in
        2001, 35,425,920 in 2000                           586,215          580,215          491,383
    Accumulated deficit                                   (473,725)        (473,725)        (473,725)
    Deficit accumulated during development stage          (527,818)        (117,524)         (28,795)
                                                      ------------     ------------     ------------

        Total stockholders' equity (deficit)              (415,328)         (11,034)         (11,137)
                                                      ------------     ------------     ------------

        Total liabilities and
          stockholders' equity (deficit)              $      1,584     $     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,
                                                 Years Ended April 30,                      1999) To
                                     ----------------------------------------------        April 30,
                                         2002             2001             2000                 2002
                                     ------------     ------------     ------------     ------------
<S>                                  <C>              <C>              <C>              <C>
Revenues                             $        196     $      5,948     $         --     $      6,144

Administrative expenses                  (385,540)         (92,177)         (29,314)        (528,512)

Interest expense                           (2,950)          (2,500)              --           (5,450)

Allowance for asset impairment            (22,000)              --               --          (22,000)

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

        Net income (loss)                (410,294)         (88,729)         (29,314)        (527,818)

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

Comprehensive income (loss)          $   (410,294)    $    (88,729)    $    (29,314)    $   (527,818)
                                     ============     ============     ============     ============

Basic earnings (loss) per share      $       (.01)    $         --     $         --     $       (.01)
                                     ============     ============     ============     ============


Weighted average number of
  shares outstanding                   36,952,858       36,223,571       34,439,619       36,376,060
                                     ============     ============     ============     ============
</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)
    Contributed capital from
       donated rent                            --           --           --        6,000           --            --         6,000
    Fiscal year 2002                           --           --           --           --           --      (410,294)     (410,294)
                                      -----------  -----------  -----------  -----------  -----------   -----------   -----------

BALANCES, April 30, 2002                       --  $        --   36,952,828  $   586,215  $  (473,725)  $  (527,818)  $  (415,328)
                                      ===========  ===========  ===========  ===========  ===========   ===========   ===========
</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,
                                              2002             2001             2000                 2002
                                          ------------     ------------     ------------     ------------
<S>                                       <C>              <C>              <C>              <C>
Cash flows from operating activities:
      Net income (loss)                   $   (410,294)    $    (88,729)    $    (29,314)    $   (527,818)
      Adjustments to reconcile net
          income (loss) to cash flows
          from operating activities:
            Donated rent                         6,000               --               --            6,000
            Depreciation                            85               42               --              127
            Amortization                         8,000            8,000            2,000           18,000
            Allowance for asset
              impairment                        22,000               --               --           22,000
            Attorney Trust Account               1,249              751           (2,000)              --
            Accounts payable and other
              current liabilities              361,576          (17,616)          (4,839)         338,602
                                          ------------     ------------     ------------     ------------
Net cash flows from operating
    activities                                 (11,384)         (97,552)         (34,153)        (143,089)
                                          ------------     ------------     ------------     ------------

Cash flows from financing activities:
        Proceeds of convertible
          notes payable                         10,000           32,000               --           42,000
        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                                  10,000           95,832           38,968          144,800
                                          ------------     ------------     ------------     ------------

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

Increase (decrease) in cash                     (1,384)          (2,144)           4,815            1,287

Cash:
  Beginning of year                              2,671            4,815               --               --
                                          ------------     ------------     ------------     ------------

  End of year                             $      1,287     $      2,671     $      4,815     $      1,287
                                          ============     ============     ============     ============

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).


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

                                       5
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2002, 2001, 2000 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2002


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, 2002, 2001, 2000 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business (Continued)
------------------

Spiderboy.com, Inc. is in the business of creating and running the Spiderboy.com
search portal on the world wide web. Spiderboy.com search portal acts as an
information based web portal. Spiderboy.com will be supported by web designing,
hosting, banner advertisements, affiliate marketing and our own e-commerce
sites. The main focus of the Spiderboy search portal is to create ad revenue by
providing content information from local television guides, newspapers,
government entities, hospitals, hotels and airports from around the world.
Spiderboy.com currently owns various domain names and already has numerous web
portals running in the development stage including a partnership with an online
travel agency. Spiderboy.com will also offer web design and hosting facilities
at very competitive prices to businesses and build on the relationships to
create e-commerce sites for these companies.

Due to the change in the Internet environment, the Company is phasing out some
of their Internet assets and redirecting those resources into a new
entertainment division. The Company hopes that this entertainment division will
be able to enhance its corporate exposure and the exposure to its various
websites to increase market penetration. The Company has retained a business
consultant and legal adviser and the use of enough professional cameras,
recorders, specialty camera lenses, editing equipment, lighting, and studio
equipment to conceivably open a film studio, this will enable it to reach its
future goals. The Company also plans to film music videos and film quality
documentaries to be offered to networks.

Principles of Consolidation

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


                                   (Continued)
                                        7
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2002, 2001, 2000 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash Equivalents
----------------

Investment instruments purchased with a maturity of three months or less are
considered to be cash equivalents. Certificates of deposit and other securities
with original maturities over three months are classified as short term
investments. At April 30, 2002, 2001 and 2000, there were no cash equivalents.

Revenue Recognition
-------------------

Revenues are 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 are recorded at the date of sale. Revenues from domain name licensing
are recognized ratably on a straight-line basis over the life of the agreement.
In all cases revenue recognition will be subject to the following criteria:
 * Existence of an agreement,
 * All required services have been rendered or delivery has occurred,
 * The selling price is fixed and determinable, and
 * Collectibility is reasonably assured.

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.


                                   (Continued)
                                        8
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2002, 2001, 2000 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Risks, Estimates and Uncertainties (Continued)
----------------------------------

     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).

     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.


                                   (Continued)
                                        9
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2002, 2001, 2000 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Risks, Estimates and Uncertainties (Continued)
----------------------------------

     Domain "Squatting"
     ------------------

     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.

     Trademark Opposition
     --------------------

     Marvel Comics has filed an opposition to the Company's "Spiderboy"
     trademark. The Company obtained this trademark after Marvel Comics had
     allowed it to lapse. The Company and its legal counsel feel there is no
     "public confusion" and that the trademark will be retained for the Company
     and its web crawlers. This matter is in the early stages and it ultimate
     resolution can not be determined.

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.

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
was being amortized over sixty months using the straight-line method. At April
30, 2002, the remaining value of this intangible was allowed for under SFAS 144.


                                   (Continued)
                                       10
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2002, 2001, 2000 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2002


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-Lived Assets
-----------------

In accordance with SFAS 144, Accounting For The Impairment or Disposal Of
Long-Lived Assets, 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. At April
30, 2002, management determined that it was more than likely that the value of
its domain name inventory has been affected by the decline in the Internet,
accordingly, an allowance for impairment was recorded at that date.

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, 2002, 2001 and 2000, and the period from November
18, 1999 to April 30, 2002, net income and comprehensive income were equivalent.


                                   (Continued)
                                       11
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2002, 2001, 2000 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2002


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. In fiscal year 2002, the Company also retained consultants to
assist it in entering the entertainment industry. Planned principal operations
have not yet commenced and the first principal revenues are not anticipated
until 2003.


                                   (Continued)
                                       12
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2002, 2001, 2000 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2002


NOTE 2 - DEVELOPMENT STAGE COMPANY (Continued)

Management feels that it 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, 2002 no other creditors
of HCF have contacted the Company.

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 interest were convertible into the Company's common stock at $.10 per
share at the option of the note holder. On May 29, 2002, the note holder
converted this note and $2,500 in accrued interest into 275,000 shares of the
Company's common stock. See Note 7.

Other individuals have advanced the Company $22,000 under verbal agreements.
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. On May 24, 2002, $20,000 of this
indebtedness was settled through conversion into 200,000 shares of the Company's
common stock. See Note 7.


                                   (Continued)
                                       13
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2002, 2001, 2000 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2002


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. A value of $6,000 has been reflected for these
     donated rentals in the accompanying financial statements for 2002.

     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 interest 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.


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.


                                   (Continued)
                                       14
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2002, 2001, 2000 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2002


NOTE 6 - INCOME TAXES (Continued)

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                                              $ 150,000
  Valuation allowance                                                (150,000)
                                                                    ---------

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


At April 30, 2002, 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
  20176                                                410,000        410,000
                                                     ---------      ---------
                                                     $ 498,000      $ 498,000
                                                     =========      =========


                                   (Continued)
                                       15
<PAGE>


                          SPIDERBOY INTERNATIONAL, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   YEARS ENDED APRIL 30, 2002, 2001, 2000 AND
                 PERIOD FROM NOVEMBER 18, 1999 TO APRIL 30, 2002


NOTE 7 - SUBSEQUENT EVENTS

On May 29, 2002, the Company issued 751,855 shares of its common stock to settle
recorded liabilities at $.10 per share.

On June 3, 2002, the Company issued 3,000,000 shares of its common stock to
settle a recorded liability of $300,000 at $.10 per share for legal
representation relating to the Marvel Comics matter (See Note 1) and other legal
services as needed for a period of 2 years.

On June 30, 2002, the Company entered into an employment agreement with a new
chief operating officer (COO). The Company issued its new COO 3,000,000 shares
of its common stock at $.10 per share as part of this agreement.


                                   (Continued)
                                       16