SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                       -----------------------------------

[X]    Annual  report  pursuant  to section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the fiscal year ended December 31, 2001

[ ]    Transition report pursuant to section 13 or 15(d) of the Securities
       Exchange Act of 1934.

                         Commission file number 0-32333

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


           Florida                                     65-0972865
  (State or other jurisdiction              (I.R.S. Employer Identification No.)
of incorporation or organization)


                    74-478 Highway 111, Suite 372
                       Palm Desert, California                   92260
               (Address of principal executive offices)        (Zip Code)


                                 (760) 423-0282
              (Registrant's telephone number, including area code)



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

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

                            Common Stock No Par Value
                                (Title of Class)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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
                                                                 -----    -----

<PAGE>


Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements  incorporated by reference in Part III of the Form 10-KSB
or any amendment to this form 10-KSB. [X]

The registrant's revenues for its most recent fiscal year were $39,406.

The  aggregate  market  value of the  52,631,666  shares of voting stock held by
non-affiliates  of the registrant was approximately  $4,736,849,  based upon the
closing  sale price of the Common  Stock on April 12,  2002 of $.09 per share as
reported by the OTC Electronic Pink Sheets. The calculation of such market value
should not be construed as an admission or conclusion by the registrant that any
person is in fact an affiliate of the registrant.

The total number of shares of Common Stock  issued and  outstanding  as of April
12, 2002 was 373,586,666.

Transitional Small Business Disclosure Format:  Yes          No   X
                                                    ---          ---





                                       2
<PAGE>



                                TABLE OF CONTENTS

PART I

Item 1:   Business...........................................................  4

Item 2:   Properties.........................................................  9

Item 3:   Legal Proceedings..................................................  9

Item 4:   Matters Submitted to a Vote of Security Holders....................  9


PART II

Item 5:   Market for Registrant's Common Stock and Related
            Security Holder Matters.......................................... 10

Item 6:   Management's Discussion and Analysis of Financial
            Condition and Results of Operations.............................. 10

Item 7:   Financial Statements and Supplementary Data........................ 14

Item 8:   Changes in and Disagreements with Accountants on Accounting
            Financial  Disclosure............................................ 27


PART III

Item 9:   Directors and Executive Officers of the Registrant................. 28

Item 10:  Executive Compensation............................................. 29

Item 11:  Security Ownership of Certain Beneficial Owners
            and Management................................................... 30

Item 12:  Certain Relationships and Related Transactions..................... 30

PART IV

Item 13:  Exhibits, Financial Statement Schedules and Reports
            on Form 8-K...................................................... 31

Signatures................................................................... 32




                                       3
<PAGE>


                                     PART I

ITEM 1:  BUSINESS
         --------

Organization
------------

     Indiginet,  Inc.  a Florida  corporation  (the  "Company"  or "Indiginet"),
formerly October Project 1 Corp., was formed on September 24, 1997.

     On October 31, 2001, as reported in the Company's  filing of form 8-K dated
November 11, 2001 and amended on January 3, 2002 and April 8, 2002,  the Company
entered   into  an   Agreement   for  the   Exchange   of  Common   Stock   with
SBSI/Cyberspeedway, Inc. ("SBSI"), whereby SBSI became a wholly owned subsidiary
of Registrant.  The Registrant issued 416,666 shares to the former  shareholders
of SBSI. In addition to the stock, the Company paid $50,000 for the acquisition.
SBSI is a systems Integrator and ISP and is located in Scottsdale,  Arizona.  As
per the terms of the  Agreement  for the Exchange of Common  Stock,  the Company
guaranteed a minimum  price of 12 cents per share for 60 days after the closing.
As of January 2, 2002, the Company's stock price for the preceding 60 day period
averaged 10 cents per share and  accordingly  the Company  issued an  additional
83,334 shares to the shareholders of SBSI/Cyberspeedway.

     On January 29, 2002, as reported in the Company's  filing of form 8-K dated
February 11, 2002 and amended on April 12, 2002 an Asset Purchase  Agreement was
executed between the Company and Wireless Broadband Connect, LLC ("WB Connect"),
a Colorado limited liability company. As a result of that Agreement, the Company
acquired all assets,  properties and rights, tangible and intangible owned by WB
Connect.  Schedule 2 of the Asset  Purchase  Agreement  contains  the Assets not
purchased. The Company also acquired certain liabilities of WB Connect.

     The Company  shall  provide WB Connect  60,000  shares of its no par common
stock with additional  shares to be provided if certain  conditions are met. The
60,000 shares are valued at $0.10 per share for a total consideration of $6,000.
There is revenues  and gross margin  bonuses  that will  provide for  additional
monies to be paid if certain revenue and gross margins are obtained.  If revenue
exceeds  $1,500,000  during 2002 the Company will pay 5% of the gross revenue to
WB Connect. If the gross margin from sales of wireless broadband services during
the period January 1, 2002 to April 30, 2002 equals or exceeds $175,000,  10% of
the gross margin will be paid to WB Connect.  Employment  agreements  with David
Shaw, Steve Runkel, and Dan Hartman were also executed.

     On January 1, 2002, as reported in the  Company's  filing of form 8-K dated
March 18, 2002 a Stock Purchase  Agreement was executed  between the Company and
Fox Telecommunications, Inc. ("Fox"), a Colorado limited liability company. As a
result of that Agreement, the Company acquired all of the issued and outstanding
shares of Fox. The Company also entered into a Management  Services Agreement on
January 1, 2002 contingent upon the terms of the Stock Purchase Agreement. Under
the Management Services  Agreement,  the Company provided management services to
Fox. until the Closing date of the Stock Purchase Agreement, March 7, 2002.

     The Company shall provide Fox $250,000 in exchange for all 20,000 shares of
Fox's common stock,  no par value per shae.  $100,000 of the purchase  price was
paid on March 7, 2002 with an  additional  promissory  note for $125,000 with an
interest  rate of 8% percent per annum payable sixty (60) days after the closing
date of the agreement,  and 250,000  shares of InDigiNet  common stock valued at
$25,000.


                                       4
<PAGE>


Introduction
------------

     Indiginet stands for Integrating Digital Networks.  The Company specializes
in the consultation, design, implementation and support of voice, data, Internet
and Wireless applications to small and mid-sized  enterprises (SMEs).  Indiginet
provides its services over third party networks  enabling the Company to offer a
comprehensive  suite of  services  without  the  capital  burden of  building  a
communication  network.  The Company's strategy is to acquire the customer bases
of smaller,  single-service  communication  companies  and  specific  distressed
assets.  Indiginet  will then expand the breadth of the  customer's  services to
grow  revenue  and  enhance  profitability.  SMEs  account  for $120  billion in
commercial  telephony,  data  services and  technology  spending,  or 33% of the
country's  total market and this  spending is expected to grow at above  average
rates over the next ten years.  (Source:  Morgan  Stanley Dean Witter)  Based on
recent studies,  the country's 7.4 million SMEs currently lag  significantly  in
the utilization of IT and data  communications,  including  Internet access, Web
services, business software and e-commerce. (Source: IDC)

     Indiginet,  Inc.  provides  small to mid-sized  business with an integrated
communication solution. The Company will offer voice, data, local, long distance
and  wireless  services to business  customers  utilizing  best in class  vendor
equipment and deliver over managed third party networks  enabling the Company to
deliver a  comprehensive  suite of  services  as the single  point of contact to
resolve issues and payment of services  without the capital burden of building a
communication  network  infrastructure.  The  Company's  strategy  is to acquire
customer bases from smaller, single market, single product focused communication
system  service  providers  and expand the  breadth  of their  services  to grow
revenue and enhance profitability.

     The Company  believes  that the majority of the currently  available  data,
voice and wireless  services for small to mid-sized  business creates  confusion
for the customer and requires excess time  management  efforts which leads to an
inefficient use of the customers  resources.  Customers  currently contract with
different  vendors for  different  services  which  results in multiple  service
contracts,  underutilized data and voice lines,  multiple invoices and a lack of
carrier  responsibility  when issues arise.  Indiginet addresses these issues by
bundling the pieces together in a cost effective,  integrated solution utilizing
its resources to insure the client network  performs what it was intended to do.
One  method  will  be to  install  a piece  of  Company-owned  equipment  at the
customer's  premises (CPE) that can (i) manage the integration of voice and data
services and (ii)  seamlessly  scale to next generation  solutions  (intelligent
networks  - IP,  ATM  or  Packet-based)  over  a  single  dedicated  connection.
Indiginet's  solution  provides the customer  with  increased  productivity  and
decreased  cost of  communication  services.  The  goal is to  provide  business
customers  with value added  communication  services that reduce the cost of the
communication needs of the company, and the management of them, while increasing
Indiginet's revenue and profitability.

     Indiginet has signed Business  Partner  Agreements with the following "best
in breed"  Business  Partners  to  facilitate  the  creation  of its  integrated
solutions:  Avaya and Cisco to  distribute  the  business  class  voice and data
hardware  solutions  inside the  customers  location;  QWEST for the creation of
local network  connectivity and  wireless/cellular  solutions;  Compaq for their
handheld wirelss iPaq solution and their interface/integration with the Avaya IP
telephony  application;  Agere  for  the  distribution  of  their  wireless  LAN
equipment; Graybar for the voice and data infrastructure products such as cable,
power supplies,  etc.;  Catalyst  Telecom for the distribution of voice and data
products from manufacturers such as Comdial, Polycom and Avaya; Novell for local
area  network  directory  services;  Hewlett  Packard  for  their PC and  server


                                       5
<PAGE>


products,  Intel for  their  wireless  LAN and  telephony  softswitch  products;
Electric   Lightwave  for  Internet   Access  and   metropolitan   area  network
infrastructure; Solutions Inc. for their IP authentication software for securing
local area  networks;  Exp@nets  for the  support  and  provisioning  of carrier
services.

     Indiginet's  unique strategy  capitalizes on the  overabundance of networks
already established and currently being built throughout the country.  Companies
have spent  billions of dollars over the last few years  building  comprehensive
networks, which are both redundant and underutilized. ICG, for example, invested
significantly  building a backbone  that cannot  generate  sufficient  return on
investment,  which  resulted in their filing for  protection  in the courts.  By
taking  advantage  of the  surplus of existing  infrastructure,  both the Public
Switched  Telephone  Network  (PSTN)  and  intelligent   networks  (IP,  ATM  or
Packet-based),  the Company can dedicate  resources  to back office  operations,
customer  support  systems and high quality sales forces to execute the business
plan. A lack of capital  expenditures in infrastructure  combined with a managed
communication  solution  integrating voice, data and wireless services increases
the Company's return on investment and allows for increased customer support and
on-site sales. The Company believes this will result in customer loyalty and low
attrition rates.

Markets
-------

     Our services our sold regionally and are limited to the southwestern United
States.

Sales and Distribution
----------------------

     Our  strategy  is to  generate  sales  through  the use of  in-house  sales
representatives  as well as independent sales  representatives.  We believe this
strategy  provides the fastest and most cost  effective  way to assemble a large
and professional sales force.

     We  currently  have  three  sales and  marketing  offices,  located in Palm
Desert, California, Denver, Colorado and Scottsdale, Arizona.

     Independent  sales  representatives  typically  sell a  limited  number  of
noncompeting  products to small  businesses.  We supply  sales  materials to the
sales representatives.

     For our marketing  activities,  we evaluate external  marketing surveys and
forecasts and perform  internal studies based, in part, on inputs from our sales
force and independent sales representatives.  We prepare brochures,  data sheets
and application notes on our products.

Customers
---------

     Over 200 Arizona  businesses  have  selected  SBSI/Cyberspeeway  to provide
their Internet and network integration  solutions.  SBSI/Cyberspeedway  has been
servicing customers in Arizona since 1992.



                                       6
<PAGE>



Competition
-----------

     Indiginet  faces  competition  from (i)  incumbent  telecom  players;  (ii)
enhanced  service  providers;  and  (iii)  integrated  communication  providers.
Indiginet is a more nimble and less  bureaucratic  organization  than  incumbent
telecom players such as WorldCom (Nasdaq: WCOM) and Qwest (NYSE: Q). The ability
to move quickly without the burden of a large capital infrastructure  provides a
competitive  advantage  over  these  larger  and  more  established   companies.
ILECs/RBOCs and CLECs/ICPs and other enhanced service providers  specializing in
niche markets also compete in the  broadband  service  provider  market but many
lack the  breadth  or depth of service  capabilities.  Indiginet's  most  direct
competition  will  be  from  integrated   communication  providers  such  as  XO
Communications (Nasdaq: XOXO).

     The  first  group of  competitors  are the  traditional  players  providing
"stand-alone" types of communication services, local calling or long distance or
cellular and paging,  however  many of them are  entering the multiple  services
market. Although Indiginet expects to erode the market share of these companies,
they are not considered primary  competition based on their inability to respond
quickly to market changes due to their commitment to comprehensive networks that
require  significant capital  investment.  In addition,  many of their customers
will be more  satisfied  with a product  that will  allow  them to deal with the
"one-vendor,  one-billing"  approach.  Further,  these customers will migrate to
Indiginet's services because of the superior customer care and managed solution.

     The second group of competitors is the enhanced service  providers that are
niche  market  players.  Their goal is to maximize  market  share in one of many
rapidly  growing  niches  from DSL to Internet  systems and network  management.
Although these companies will be competing with Indiginet, they do not offer the
breadth of services  currently  contemplated  by the  Company.  Indiginet  could
partner  with  many  of  these  participants  to  improve  the  service  of  our
comprehensive suite of offerings.

         The last group of competitors is the integrated communication providers
that have diversified  strategies similar to Indiginet.  Their goal is to form a
platform (e.g.,  acquisitions of long distance  companies) to provide additional
services  to  the  customer.   These  companies  are  Indiginet's   most  direct
competition.  There is some overlap in these markets, which validates the belief
that the  markets  are on the  brink of  convergence.  For  example,  Nextlink's
acquisition of Concentric and renamed XO  Communications,  NTT's  acquisition of
Verio and Sprint's  thirty-percent stake in Earthlink indicates that the process
has already begun. Common carriers want to buy a finished product - Indiginet is
providing just that.

Summary of Competitors
----------------------

     Since the break-up of AT&T in 1984,  the  marketplace  has seen the rise of
many new competitors.  Recently, as new bandwidth technologies and networks have
been introduced, next generation service providers have emerged and introduced a
variety of solutions. Traditional ILEC and CLEC companies are investigating ways
to add services to attract new customers,  solidify their existing  account base
and introduce new revenue  streams.  ISPs are trying to enhance their offerings,
incorporating portals, content and e-commerce to build stronger revenue streams.
New  communications  access  companies are emerging with various  offerings from
wireless  to  ADSL  and  next  generation   bandwidth   solutions.   Many  large
competitors,  such as long-distance companies are focused on integrated services
for  the  larger   customers.   Other   competitors   are   focusing  on  single
technology-based  services,  or are  focusing on small  office,  home office and
residential  customers.  The following competitor matrix provides an overview of
the  competitive  strengths and weaknesses of the various  categories of service
providers:

                                       7
<PAGE>


Survey Of Current Competitive Categories Within Communication Technology
------------------------------------------------------------------------

<TABLE>
<CAPTION>

Categories         Example Companies                     Strengths                     Weaknesses
---------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                 <C>                            <C>
                   o        Qwest                       o        Well established      o        Regulated
ILECs              o        Ameritech/Pacific Bell/SBC  o        Name recognition      o        High rates
                   o        Verizon                     o        Financial strength    o        Weak set of data
                                                        o        Strong base                    offerings
                                                                                       o        Slow
---------------------------------------------------------------------------------------------------------------------
                   o        Time Warner Telecom         o        Emerging businesses   o        Regulated
CLECs              o        Electric Lightwave          o        Name recognition      o        Growth dependent on
                   o        ICG                         o        Marketing                      high yield market
                   o        XO Communications           o        Rapidly developing    o        Not applications
                                                                 base                           oriented
---------------------------------------------------------------------------------------------------------------------
                   o        Qwest                       o        Emerging businesses   o        Weak sales
Network Providers  o        Level 3                     o        Name recognition      o        Lack of focus
                   o        Global Crossing/Frontier    o        Financial strength    o        & ill-defined
                   o                                    o        Good management                strategies
---------------------------------------------------------------------------------------------------------------------
                   o        Covad                       o        Strong technical      o        Weak salesmanship
ISPs               o        JPSnet                               personnel             o        Not customer
                                                        o        Online expertise               friendly
                                                                                       o        Technology-centric
---------------------------------------------------------------------------------------------------------------------
                   o        Exp@nets                    o        Strong voice/cabling  o        Weak on data
Interconnects      o        Executone                            technicians                    knowledge
                   o        Siemens                     o        Sizeable base         o        Not flexible or
                   o        Intertel                    o        Local sales force              quick to market
                                                                                       o        Unclear visions
---------------------------------------------------------------------------------------------------------------------
                   o        EDS                         o        Strong data           o        Weak on voice
VARs & Systems     o        AMS                                  technicians                    technology
Integrators                                             o        Loyal base            o        Fragmented & small
                                                        o        Local sales force
---------------------------------------------------------------------------------------------------------------------
                   o        IBM                         o        Name recognition      o        Not strong on data
Equipment-Centric  o        AT&T                        o        Strong technicians             and voice bundling
Providers          o        Nortel Networks             o        Experienced sales     o        Expensive
                                                                 force                 o        Slow to respond to
                                                        o        Strong, proprietary            market changes
                                                                 offerings
                                                        o        Financial strength
                                                        o        Marketing strength
---------------------------------------------------------------------------------------------------------------------
                   o        Centerbeam                  o        Financial strength    o        Inexperienced sales
New Entrants       o        Imaginet                    o        Focused set of                 forces
                   o        Talking Nets                         offerings             o        Small base
                                                        o        Understand new        o        Unproven record
                                                                 technologies          o        Lack name
                                                        o        Strong management              recognition
---------------------------------------------------------------------------------------------------------------------

</TABLE>

                                       8
<PAGE>


     Indiginet sees its  opportunity  where  competition  has left a void due to
high tariffs,  poor quality of service and/or  availability gaps. A key strength
the Company plans to utilize to its advantage is a network and service  strategy
that  is  flexible  to  a  variety  of  access  technologies.   The  Company  is
customer-oriented   and  utilizes  expertise  in  SME  business   communications
requirements  and  applications  to form its  competitive  advantage.  Indiginet
believes the key  opportunity is to gain customer  loyalty by providing  managed
solutions to its under-resourced  clients.  Therefore,  as technologies  change,
Indiginet can adapt appropriately and quickly for customers.

Employees
---------

     As of the date of this Form 10-KSB, we had 24 full-time employees.

ITEM 2.  PROPERTIES
         ----------

     We rent approximately 1,100 square feet of space in Palm Desert, California
from a related party. We have a working  agreement with the Company's  directors
to use office space,  telephones and secretarial  services  supplied on a gratis
basis. We lease  approximately  900 square feet of space in Scottsdale,  Arizona
for $ 950.00 per month which is occupied by SBSI/Cyberspeedway  our wholly-owned
subsidiary. The lease expires on October 31, 2002.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

     We are not aware of any legal proceedings as of the date of this report.


ITEM 4.  MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS
         -----------------------------------------------

     A Majority  Consent of Stockholders of Indiginet,  Inc. was signed on April
2002, and the following was approved by the majority stockholders:

     o    The capital  stock of the  corporation  was  increased to  500,000,000
          shares  of  common  stock,  no par  value,  and  15,000,000  shares of
          preferred stock, no par value

     o    The  board  of  directors  is   authorized,   subject  to  limitations
          prescribed  by law, to provide for the issuance of shares of Preferred
          Stock in one or more series,  to establish  the number of shares to be
          included in each series, and to fix the designation, powers, including
          voting rights, if any,  preferences,  and rights of the shares of each
          series and any qualifications, limitations or restrictions thereof.

     o    The board of directors may effectuate dividends payable in shares.

     o    The board of directors may issue rights and options to acquire  shares
          upon such terms as the board of directors shall determine.







                                       9
<PAGE>


                                     PART II

ITEM 5: MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER MATTERS
        ------------------------------------------------------------------------

     Our common  stock is listed on the OTC  Electronic  Pink  Sheets  under the
symbol  "IGTT".  Securities  not  included  in the Nasdaq  Small-CAP  Market are
covered by the Securities and Exchange  Commission rule that imposes  additional
sales  practice  requirements  on  broker-dealers  who sell such  securities  to
persons other than  established  customers and accredited  investors  (generally
institutions  with assets in excess of $5,000,000 or individuals  with net worth
in excess of $1,000,000 or annual income exceeding  $200,000 or $300,000 jointly
with their spouse). For transactions covered by the rule, the broker-dealer must
make a special  suitability  determination  for the  purchaser  and  receive the
purchaser's   written   agreement  to  the   transaction   prior  to  the  sale.
Consequently,  the rule may affect the  ability  of  broker-dealers  to sell our
securities,  which will have an adverse  effect on the  ability of our  security
holders to sell their  securities  and the  possibility  of our ability to raise
additional capital.

     Shown below is the  average  high bid and the average low offer as reported
by the Pink Sheets on the last day of the quarter.

                                                             Common Stock
                                                       -------------------------
                                                       High Bid          Low Bid
                                                       --------          -------
     2001
First Quarter.....................................       $0.10            $0.10
Second Quarter....................................       $0.50            $0.20
Third Quarter.....................................       $0.20            $0.03
Fourth Quarter....................................       $0.20            $0.08


     The quotations  listed above reflect  inter-dealer  prices,  without retail
mark-up, mark-down or commission and may not represent actual transactions.

     As of December 31, 2001, we had 13 shareholders of record. This number does
not reflect  shareholders  who  beneficially own common stock held in nominee or
"street name."

     We have not paid any  dividends on our common stock since  inception and we
do not  intend  to pay any  dividends  on our  common  stock in the  foreseeable
future.

ITEM 6:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         -----------------------------------------------------------------------
         OF OPERATIONS
         -------------

     THIS ANNUAL  REPORT ON FORM 10-KSB  CONTAINS  STATEMENTS  WHICH  CONSTITUTE
FORWARD-LOOKING  STATEMENTS  WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.  DISCUSSION  CONTAINING  SUCH  FORWARD-LOOKING
STATEMENTS MAY BE FOUND IN THE MATERIAL SET FORTH BELOW AND UNDER "BUSINESS," AS
WELL AS WITHIN THE  ANNUAL  REPORT  GENERALLY.  IN  ADDITION,  WHEN USED IN THIS


                                       10
<PAGE>


ANNUAL  REPORT,  THE  WORDS  "BELIEVES,"   "ANTICIPATES,"   "EXPECTS,"  "PLANS,"
"INTENDS"  AND SIMILAR  EXPRESSIONS  ARE  INTENDED  TO IDENTIFY  FORWARD-LOOKING
STATEMENTS. FORWARD-LOOKING STATEMENTS AND STATEMENTS OF EXPECTATIONS, PLANS AND
INTENT ARE SUBJECT TO A NUMBER OF RISKS AND UNCERTAINTIES. ACTUAL RESULTS IN THE
FUTURE  COULD DIFFER  MATERIALLY  FROM THOSE  DESCRIBED  IN THE  FORWARD-LOOKING
STATEMENTS, AS A RESULT, AMONG OTHER THINGS, OF CHANGES IN TECHNOLOGY,  CUSTOMER
REQUIREMENTS  AND NEEDS,  AMONG OTHER  FACTORS.  WE UNDERTAKE NO  OBLIGATION  TO
RELEASE  PUBLICLY  THE  RESULTS  OF  ANY  REVISIONS  TO  THESE   FORWARD-LOOKING
STATEMENTS THAT MAY BE MADE TO REFLECT ANY FUTURE EVENTS OR CIRCUMSTANCES.

Overview Of Certain Acquisitions And Other Transactions
-------------------------------------------------------

     During 2001 and the first  quarter of 2002, we made three  acquisitions  of
telecommunication companies.

     On October 31, 2001, the Company entered into an Agreement for the Exchange
of Common Stock with  SBSI/Cyberspeedway,  Inc. ("SBSI"),  whereby SBSI became a
wholly owned subsidiary of the Company. The Company issued 416,666 shares to the
former  shareholders of SBSI. In addition to the stock, the Company paid $50,000
for the  acquisition.  SBSI is a systems  Integrator  and ISP and is  located in
Scottsdale,  Arizona.  As per the terms of the  Agreement  for the  Exchange  of
Common Stock,  the Company  guaranteed a minimum price of 12 cents per share for
60 days after the closing.  As of January 2, 2002, the Company's stock price for
the  preceding  60 day period  averaged 10 cents per share and  accordingly  the
Company   issued  an   additional   83,334   shares  to  the   shareholders   of
SBSI/Cyberspeedway.

     On January 29, 2002, an Asset Purchase  Agreement was executed  between the
Company and WB Connect. As a result of that Agreement,  the Company acquired all
assets,  properties  and rights,  tangible and  intangible  owned by WB Connect.
Schedule 2 of the Asset  Purchase  Agreement  contains the Assets not purchased.
The Company also acquired certain liabilities of WB Connect.

     The Company  shall  provide WB Connect  60,000  shares of its no par common
stock with additional  monies to be provided if certain  conditions are met. The
60,000 shares are valued at $0.10 per share for a total consideration of $6,000.
There is revenue and gross  margin  bonuses  that will  provide  for  additional
monies to be paid if certain revenue and gross margins are obtained.  If revenue
exceeds  $1,500,000  during 2002 the Company will pay 5% of the gross revenue to
WB Connect. If the gross margin from sales of wireless broadband services during
the period January 1, 2002 to April 30, 2002 equals or exceeds $175,000,  10% of
the gross margin will be paid to WB Connect.  Employment  agreements  with David
Shaw, Steve Runkel, and Dan Hartman have been executed.




                                       11
<PAGE>


     On January 1, 2002, a Stock  Purchase  Agreement  was executed  between the
Company and Fox. As a result of that Agreement,  the Company acquired all of the
issued and outstanding shares of Fox. The Company also
entered into a Management  Services Agreement on January 1, 2002 contingent upon
the terms of the Stock Purchase Agreement.

     The Company shall provide Fox $250,000 in exchange for all 20,000 shares of
Fox's common stock,  no par value per share.  $100,000 of the purchase price was
paid to Fox on March 7, 2002 with an  additional  promissory  note for  $125,000
with an interest  rate of 8% percent per annum payable sixty (60) days after the
closing date of the  agreement,  and 250,000  shares of  InDigiNet  common stock
valued at $25,000.  The Closing was March 7, 2002.

     On December  17,  2001,  we entered into a one hundred and eighty day (180)
contract with Burt Martin Arnold Securities,  Inc.  ("BMAS").  BMAS has received
300,000 shares of our no par value common stock. BMAS, on a non-exclusive basis,
provides advisory and investment banking services.

RESULTS OF OPERATIONS
---------------------

General
-------

         We have  sold  Internet  and  system  integration  services  since  the
acquisition of SBSI/Cyberspeedway, Inc. in October 2001. As a result, operations
for fiscal 2001 are limited.  With the  acquisition  of SBSI/  CyberSpeedway  on
October  31,2001 the  Company  became an Internet  Service  Provider  (ISP) with
network  integration  services.  There  are  therefore  only two  months of this
revenue  operation  in the  fiscal  year end  12/31/01.  The  sales  of  network
integration solutions by SBSI was reduced in the third quarter in part due to an
overall  industry  hesitation  with capital  decisions  after the September 11th
attack.

Year Ended December 31, 2001
----------------------------

     Revenues
     --------

     Revenues in the year ended  December 31, 2001 were $39,406,  which were the
first  revenues  received by the  Company  since  inception.  Cost of sales were
$23,533.  Since the  incorporation  of the Company in September 1997 the Company
has had no revenue until the acquisition of  SBSI/Cyberspeedway in October 2002.
Revenues  for the two months  from  November  ending in  December  2002 from the
acquisition  of  SBSI/Cyberspeedway  were  $39,406.  Costs of sales were $23,533
during this same time period.

     General and Administrative
     --------------------------

     General and  administrative  expenses for the year ended  December 31, 2001
were $73,919. These costs were primarily the result of expenses related to labor
costs and the organizational  costs of integrating the operations of the Company
and SBSI/Cyberway.

     Net loss for the Company was $169,414 for the year ended December 31, 2001.
This  loss  was  mainly  due to a  write  down of  goodwill  of  109,201  due to
impairment.

Liquidity and Capital Resources
-------------------------------

     A  critical  component  of  our  operating  plan  impacting  our  continued
existence is the ability to obtain additional  capital through additional equity
and/or debt financing.  We do not anticipate enough positive internal  operating
cash flow until such time as we can  generate  substantial  additional  revenues
from  direct  sales of our  product,  which may take the next few years to fully
realize.  In the event we cannot  obtain  the  necessary  capital  to pursue our
strategic  plan, we may have to cease or  significantly  curtail our operations.
This would materially impact our ability to continue operations.


                                       12
<PAGE>


     Our near term cash  requirements  are  anticipated to be offset through the
receipt of funds from private  placement  offerings and loans  obtained  through
private  sources.  Since  inception,  we have  financed  cash flow  requirements
through debt financing. As we expand operational activities,  we may continue to
experience  net negative cash flows from  operations,  pending  receipt of sales
revenues, and will be required to obtain additional financing to fund operations
through common stock  offerings and bank  borrowings to the extent  necessary to
provide working capital.

     Over the next twelve  months we intend to develop  revenues  by  developing
specific target markets.  We believe that existing capital and anticipated funds
from  operations  will not be  sufficient  to  sustain  operations  and  planned
expansion in the next twelve months.  Consequently,  we will be required to seek
additional capital in the future to fund growth and expansion through additional
equity or debt  financing or credit  facilities.  No assurance  can be made that
such financing would be available,  and if available it may take either the form
of debt or equity. In either case, the financing could have a negative impact on
our financial condition and our Stockholders.

     We anticipate  incurring  operating losses over the next twelve months. Our
lack  of  operating  history  makes  predictions  of  future  operating  results
difficult to ascertain.  Our prospects must be considered in light of the risks,
expenses and  difficulties  frequently  encountered  by companies in their early
stage of development, particularly companies in new and rapidly evolving markets
such as technology  related companies.  Such risks include,  but are not limited
to, an evolving and  unpredictable  business model and the management of growth.
To address  these risks we must,  among other  things,  obtain a customer  base,
implement and successfully execute our business and marketing strategy, continue
to develop  and upgrade  technology  and  products,  provide  superior  customer
services  and  order  fulfillment,  respond  to  competitive  developments,  and
attract, retain and motivate qualified personnel. There can be no assurance that
we will be  successful in  addressing  such risks,  and the failure to do so can
have a material adverse effect on our business  prospects,  financial  condition
and results of operations.

Going Concern
-------------

     The Company's  auditors have requested the Company  provide a note, Note 2,
in the Company's financial statement as follows:

     The Company's  consolidated  financial  statements are presented on a going
concern basis,  which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.

     The  Company has  experienced  losses  from  operations  as a result of its
investment  necessary to achieve its  operating  plan,  which is  long-range  in
nature. For the years ended December 31, 2001 and 2000, the Company incurred net
losses of $169,414 and $9,925,  respectively.  At December 31, 2001, the Company
had a working capital deficit of $126,575 and stockholders' deficit of $125,039.

     The Company's ability to continue as a going concern is contingent upon its
ability to secure financing and attain profitable  operations.  In addition, the
Company's  ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established  markets  and the  competitive  environment  in  which  the  Company
operates.

     The  consolidated  financial  statements do not include any  adjustments to
reflect the possible future effects on the  recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.


                                       13
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS
         --------------------

                                 InDigiNet, Inc.
                                Table of Contents


                                                                            Page
                                                                            ----

Report of Independent Auditors                                               15

Consolidated Balance Sheet                                                   16

Consolidated Statements of Operations                                        17

Consolidated Statements of Changes in Stockholders' (Deficit)                18

Consolidated Statements of Cash Flows                                        19

Notes to Consolidated Financial Statements                                20-25




                                       14
<PAGE>

                       STARK WINTER SCHENKEIN & CO., LLP


                         REPORT OF INDEPENDENT AUDITORS


Shareholders and Board of Directors
InDigiNet, Inc.


We have audited the accompanying  consolidated balance sheet of InDigiNet,  Inc.
as of December 31, 2001, and the related consolidated  statements of operations,
stockholders'  (deficit),  and  cash  flows  for  the  year  then  ended.  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 audit. The financial statements of InDigiNet,
Inc. as of December 31, 2000 were audited by another  auditor whose report dated
January 18, 2001 on those  statements  included an  explanatory  paragraph  that
described  a going  concern  uncertainty  discussed  in Note 2 to the  financial
statements.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  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 by management, as well as evaluating the overall financial
statement presentation. We believe that our audit 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 InDigiNet,  Inc. as
of December 31, 2001, and the results of its operations,  and its cash flows for
the year then ended, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from  operations  and has working  capital  and  stockholders'  deficits.  These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern.  Management's plans in regard to these matters are also discussed
in Note 2. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.



/s/ Stark Winter Schenkein & Co., LLP

Denver, Colorado
April 12, 2002


                                       15
<PAGE>

                                InDigiNet, Inc.
                           Consolidated Balance Sheet
                               December 31, 2001



                                     ASSETS

CURRENT ASSETS
      Cash                                                            $   3,876
      Accounts receivable, net of reserve for bad
        debts of $6,994                                                   6,050
      Accounts receivable - related party                                    40
      Prepaid expenses                                                   18,862
                                                                      ---------
                 Total current assets                                    28,828
                                                                      ---------
PROPERY AND EQUIPMENT, net of accumulated depreciation
      of $14,390                                                              -

OTHER ASSETS
      Deposits                                                            1,536
                                                                      ---------

                                                                      $  30,364
                                                                      =========


                     LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES
      Accounts payable                                                $  42,691
      Accounts payable and accrued expenses - related parties            19,583
      Accrued interest - related party                                    2,167
      Other current liabilities                                          10,062
      Operating advances - related party                                 80,900
                                                                      ---------
                 Total current liabilities                              155,403
                                                                      ---------

STOCKHOLDERS' (DEFICIT)
      Preferred stock, no par value, 15,000,000 shares
        authorized, none issued or outstanding                                -
      Common Stock, no par value, 500,000,000
        shares authorized, 373,360,000 issued and outstanding            71,200
      Stock subscription receivable                                     (11,900)
      Accumulated (deficit)                                            (184,339)
                                                                      ---------
                 Total stockholders' (deficit)                         (125,039)
                                                                      ---------

                                                                      $  30,364
                                                                      =========


               The Notes to the Consolidated Financial Statements
                    are an integral part of these statements.


                                       16
<PAGE>
<TABLE>
<CAPTION>

                                          InDigiNet, Inc.
                                Consolidated Statements of Operations
                           For the Years Ended December 31, 2001 and 2000


                                                                             2001                     2000
                                                                         ------------              -----------

<S>                                                                      <C>                       <C>
REVENUES
       Internet connection services                                      $    26,124               $         -
       Equipment                                                              11,494                         -
       Other                                                                   1,788                         -
                                                                         -----------               -----------
                                                                              39,406                         -

 Cost of sales                                                                23,533                         -
                                                                         -----------               -----------
 Gross margin                                                                 15,873                         -
                                                                         -----------               -----------

 COSTS AND EXPENSES
       Selling, general and administratve expenses                            73,919                     9,925
       Iimpairment of goodwill                                               109,201                         -
                                                                         -----------               -----------
                                                                             183,120                     9,925
                                                                         -----------               -----------

 (Loss) from operations                                                     (167,247)                   (9,925)
                                                                         -----------               -----------

 Interest expense                                                             (2,167)                        -
                                                                         -----------               -----------

Net (loss)                                                               $  (169,414)              $    (9,925)
                                                                         ===========               ===========
Per share information - basic and fully diluted
 Weighted average shares outstanding                                     372,711,507               172,176,448
                                                                         ===========               ===========
(Loss) per common share:
    (Loss) from operations                                               $         -               $         -
    Cumulative effect of change in accounting principle                  $         -               $         -
                                                                         -----------               -----------
Net (loss) per common share                                              $         -               $         -
                                                                         ===========               ===========

</TABLE>

                         The Notes to the Consolidated Financial Statements
                             are an integral part of these statements.


                                               17

<PAGE>
<TABLE>
<CAPTION>

                                               InDigiNet, Inc.
                              Consolidated Statement of Stockholders' (Deficit)
                               For the Years Ended December 31, 2001 and 2000


                                                   Common Stock               Stock
                                           ----------------------------    Subscription  Accumulated
                                               Shares         Amount        Receivable    (Deficit)       Total
                                           ---------------  -----------   ------------  -------------  -----------

<S>                                           <C>             <C>           <C>           <C>           <C>
Balance at December 31, 1999                   80,000,000     $ 5,000       $      -      $  (5,000)    $       -

  Issuance of stock for subscription
      receivable                              320,000,000      20,000        (20,000)             -             -

  Common stock contributed to and
      cancelled by the Company                (27,440,000)          -              -              -             -

  Net (loss)                                            -           -              -         (9,925)       (9,925)
                                              -----------     -------       --------      ---------     ----------

Balance at December 31, 2000                  372,560,000      25,000        (20,000)       (14,925)       (9,925)

  Shares issued pursuant to asset
      purchase agreement                          500,000      30,000              -              -        30,000

  Shares issued for service                       300,000      16,200              -              -        16,200

  Subscription payment                                  -           -          8,100              -         8,100

  Net (loss)                                            -           -              -       (169,414)     (169,414)
                                              -----------     -------       --------      ---------     ----------

Balance at December 31, 2001                  373,360,000     $71,200       $(11,900)     $(184,339)    $(125,039)
                                              ===========     =======       ========      =========     ==========
</TABLE>




                             The Notes to the Consolidated Financial Statements
                                  are an integral part of these statements.


                                                    18
<PAGE>
<TABLE>
<CAPTION>

                                            InDigiNet, Inc.
                                  Consolidated Statements of Cash Flows
                             For the Years Ended December 31, 2001 and 2000

                                                                                      2001                 2000
                                                                                   ----------           ----------
<S>                                                                                <C>                   <C>
OPERATING ACTIVITIES
          Net (loss)                                                               $(169,414)            $ (9,925)
          Adjustments to reconcile net (loss) to net cash
           (used in) operating activities:
              Impairment of goodwill                                                 109,201                    -
              Stock issued for services                                               16,200                    -
              Change in allowance for bad debt                                         6,994                    -
          Changes in:
              Accounts receivable                                                      1,235                    -
              Accounts receivable - related party                                          -                    -
              Prepaid expenses                                                       (18,862)                   -
              Deposits                                                                     -                    -
              Accounts payable                                                         7,795                4,900
              Accounts payable and accrued liabilities - related parties              14,558                5,025
              Accrued interest - related party                                         2,167                    -
              Other current liabilities                                               (4,998)                   -
                                                                                   ---------            ---------
                  Net cash (used in) operating activities                            (35,124)                   -
                                                                                   ---------            ---------

INVESTING ACTIVITIES
     Acquisition of SBSI/Cyberspeedway, net of cash received                         (50,000)                   -
                                                                                   ---------            ---------
                  Net cash (used in) investing activities                            (50,000)                   -
                                                                                   ---------            ---------

FINANCING ACTIVITIES
     Proceeds from operating advances - related parties                               80,900                    -
     Payments on stock subscription receivable                                         8,100                    -
                                                                                   ---------            ---------
                  Net cash provided by financing activities                           89,000                    -
                                                                                   ---------            ---------

                      Net increase in cash                                             3,876                    -

CASH AT BEGINNING OF YEAR                                                                  -                    -
                                                                                   ---------             --------

CASH AT END OF YEAR                                                                $   3,876             $      -
                                                                                   =========             ========

SUPPLEMENTAL CASH FLOWS INFORMATION:
     Cash for paid for:
          Interest                                                                 $       -             $      -
                                                                                   =========             ========
          Income taxes                                                             $       -             $      -
                                                                                   =========             ========

SUPPLEMENTAL DISCLOSURE OF
  NON-CASH INVESTING AND FINANCING ACTIVITIES
     Issuance of 500,000 shares of common stock pursuant to asset
          purchase agreement                                                       $  30,000             $      -
                                                                                   =========             ========


</TABLE>





                           The Notes to the Consolidated Financial Statements
                                are an integral part of these statements.


                                                  19
<PAGE>

                                 INDIGINET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001



Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------

Organization
------------

InDigiNet,  Inc. (the "Company") was  incorporated as October Project I Corp. on
September  24,  1997 in the State of Florida.  The  Company  changed its name to
InDigiNet, Inc. on September 7, 2000.

The Company was formed for the purpose of creating a vehicle for raising capital
to take  advantage  of business  opportunities  that may have profit  potential.
Management of the Company has unlimited  discretion in determining  the business
activities  in which the Company  will  become  engaged.  The Company  generates
revenues  through  providing  Internet  dial-up and high-speed  connection,  web
hosting and design,  and network sales and  installation.  The Company currently
generates all of their revenue in Arizona.

The Company was in the  development  stage from its  inception on September  24,
1997 through October 31, 2001, the date at which it acquired Scottsdale Business
Systems, Inc. ("SBSI") (Note 6).

Principles of consolidation
---------------------------

The consolidated  financial  statements  include the accounts of the Company and
its  wholly  owned  subsidiary.   All  significant   intercompany  accounts  and
transactions have been eliminated. The Company's only subsidiary at December 31,
2001 is SBSI. SBSI also operates under the name CyberSpeedway.

Use of estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the  reporting  period.  Actual  results could differ  significantly  from those
estimates.

Revenue recognition
-------------------

Internet  connection  fees are billed in advance and recognized  over the period
for which services are provided.

Equipment  revenue is recognized  when both title and risk of loss  transfers to
the customer, provided that no significant obligations remain.

Credit card costs
-----------------

The Company  receives  payment for a portion of their  products and services via
credit  cards.  Credit  card  costs are  expensed  in the  period  incurred.  An
allowance for  chargebacks is also recorded at the time of  remittance.  To date
chargebacks have not been significant.


                                       20
<PAGE>


                                 INDIGINET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


Advertising
-----------

The Company  expenses all costs of  advertising as incurred.  Advertising  costs
included in general and administrative  expenses  aggregated $3,661 during 2001.
The Company did not incur any advertising expenses during 2000.

Cash and cash equivalents
-------------------------

For purposes of balance sheet  classification  and the statements of cash flows,
the Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

Property and Equipment
----------------------

Property and  equipment is stated at cost.  Depreciation  is computed  using the
straight-line  method based on estimated useful lives ranging from three to five
years.  As of December 31, 2001 the  Company's  property and equipment was fully
depreciated.

Fair value of financial instruments
-----------------------------------

Fair value estimates  discussed herein are based upon certain market assumptions
and pertinent  information  available to management as of December 31, 2001. The
respective  carrying  value of certain  on-balance-sheet  financial  instruments
approximated  their fair values.  These financial  instruments  include cash and
cash equivalents,  receivables, accounts payable, accrued expenses and operating
advance - related party. Fair values were assumed to approximate carrying values
for these  financial  instruments  because they are short term in nature,  their
carrying amounts  approximate fair values,  or they are receivable or payable on
demand.

Impairment of long-lived assets
-------------------------------

The Company  periodically  reviews the carrying  amount of  property,  plant and
equipment and its identifiable  intangible  assets to determine  whether current
events or  circumstances  warrant  adjustments to such carrying  amounts.  If an
impairment  adjustment is deemed necessary,  such loss is measured by the amount
that the carrying  value of such assets  exceeds their fair value.  Considerable
management  judgment  is  necessary  to  estimate  the  fair  value  of  assets;
accordingly, actual results could vary significantly from such estimates. Assets
to be disposed of are carried at the lower of their financial statement carrying
amount or fair value less costs to sell.

Net (loss) per common share
---------------------------

The Company  follows  Statement  of  Financial  Accounting  Standards  SFAS 128,
"Earnings Per Share".  Basic earnings (loss) per common share  calculations  are
determined  by dividing  net income  (loss) by the  weighted  average  number of
shares of common stock outstanding during the year. Diluted


                                       21
<PAGE>

                                 INDIGINET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


earnings  (loss) per common share  calculations  are  determined by dividing net
income  (loss) by the  weighted  average  number of common  shares and  dilutive
common  share  equivalents  outstanding.   During  the  periods  when  they  are
anti-dilutive,  common  stock  equivalents,  if any, are not  considered  in the
computation.

Business Combinations
---------------------

Business  combinations  have been  accounted  for under the  purchase  method of
accounting  and include the results of operations of the acquired  business from
the effective  date of  acquisition.  The cost to acquire  companies,  including
transaction  costs,  have been  allocated  to the  underlying  net assets of the
acquired  company in proportion to their  respective fair values.  Any excess of
the purchase  price over  estimated  fair values of the net assets  acquired has
been recorded as goodwill.

The Company  periodically  reviews  the  carrying  value of acquired  intangible
assets,  including  goodwill,  to determine whether an impairment may exist. The
Company considers  relevant cash flow and profitability  information,  including
estimated future operating results,  trends and other available information,  in
assessing whether the carrying value of intangible  assets can be recovered.  If
it is determined  that the carrying value of intangible  assets or goodwill will
not be recovered from the undiscounted  future cash flows, the carrying value of
such intangible assets or goodwill would be considered  impaired.  An impairment
charge for  goodwill is measured as any  deficiency  in the amount of  estimated
undiscounted  future cash flows,  determined  on an  enterprise-wide  basis,  in
relation to the net  stockholders'  equity of the  Company.  As of December  31,
2001,  the Company  evaluated the carrying  amounts of its assets and determined
goodwill to be impaired.  In accordance  with SFAS 142, the Company has recorded
the impairment of goodwill as a change in accounting principle (Note 9).

Segment information
-------------------

The Company  follows SFAS 131,  "Disclosure  about Segments of an Enterprise and
Related Information".  Certain information is disclosed,  per SFAS 131, based on
the  way  management  organizes  financial   information  for  making  operating
decisions  and  assessing  performance.  The Company  currently  operates in one
business segment and will evaluate additional segment disclosure requirements as
it expands operations.

Recent pronouncements
---------------------

In July 2001, the Financial  Accounting  Standards Board (FASB) issued SFAS 141,
Business Combinations, and SFAS 142, Goodwill and Intangible Assets. SFAS 141 is
effective for all business combinations  completed after June 30, 2001. SFAS 142
is effective for the year beginning January 1, 2002;  however certain provisions
of that Statement apply to goodwill and other intangible assets acquired between
July 1, 2001,  and the  effective  date of SFAS 142. The Company has applied the
provisions  of both SFAS 141 and 142 to the  financial  statements  for the year
ending December 31, 2001.


                                       22
<PAGE>

                                 INDIGINET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001



In July  2001,  the FASB  issued  SFAS  143,  Accounting  for  Asset  Retirement
Obligations.  This statement  addresses  financial  accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs.  This Statement  applies to all entities.  It
applies to legal obligations associated with the retirement of long-lived assets
that result from the acquisition,  construction, development and (or) the normal
operation of a long-lived asset, except for certain obligations of lessees. This
Statement  is  effective  for  financial  statements  issued  for  fiscal  years
beginning  after June 15,  2002.  The  Company is  evaluating  the impact of the
adoption of this standard and has not yet  determined  the effect of adoption on
its financial position and results of operations.

In August  2001,  the FASB issued SFAS 144,  Accounting  for the  Impairment  or
Disposal of Long-Lived Assets. This statement addresses financial accounting and
reporting for the  impairment or disposal of  long-lived  assets and  supersedes
SFAS 121,  Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of. The  provisions  of the  statement  are  effective for
financial  statements issued for fiscal years beginning after December 15, 2001.
The Company is  evaluating  the impact of the adoption of this  standard and has
not yet determined the effect of adoption on its financial  position and results
of operations.

Note 2.  GOING CONCERN
----------------------

The Company's consolidated financial statements are presented on a going concern
basis,  which  contemplates  the  realization  of  assets  and  satisfaction  of
liabilities in the normal course of business.

The Company has experienced losses from operations as a result of its investment
necessary to achieve its operating plan, which is long-range in nature.  For the
years ended  December  31, 2001 and 2000,  the  Company  incurred  net losses of
$169,414  and $9,925,  respectively.  At December  31,  2001,  the Company had a
working capital deficit of $126,575 and stockholders' deficit of $125,039.

The  Company's  ability to continue as a going  concern is  contingent  upon its
ability to secure financing and attain profitable  operations.  In addition, the
Company's  ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established  markets  and the  competitive  environment  in  which  the  Company
operates.

The consolidated  financial statements do not include any adjustments to reflect
the possible future effects on the  recoverability  and classification of assets
or the  amounts  and  classification  of  liabilities  that may result  from the
possible inability of the Company to continue as a going concern.

Note 3.  STOCKHOLDERS' (DEFICIT)
--------------------------------

On September 7, 2000, the Company issued  320,000,000 shares of its common stock
for a subscription receivable of $20,000 to an officer. These shares were valued
at their fair market  value on the date the Company  agreed to issue the shares.
Simultaneously, a former officer of the Company contributed 27,440,000 shares to
the Company, which were subsequently canceled.


                                       23
<PAGE>

                                 INDIGINET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


Effective  April 30, 2001 the Company  approved to forward  split the issued and
outstanding  common  stock of the  Company  16 for 1. All  share  and per  share
amounts include the effect of the forward stock split.

As  discussed  in Note 6, on October 31, 2001 the Company  entered into an asset
purchase  agreement  with SBSI whereby the Company  issued 500,000 shares of its
common  stock  valued at $30,000.  These shares were valued at their fair market
value on the date the Company agreed to issue the shares

On December  17, 2001,  the Company  issued  300,000  shares of its common stock
valued at $16,200 in exchange for services provided. These shares were valued at
their fair market value on the date the Company agreed to issue the shares.

     The Company has committed to issuing a stock option to the President of the
Company  entitling him to purchase  11,175,300  shares of the  Company's  common
stock at $0.10 per  share.  The stock  option  will  become  effective  upon the
Company's adoption of a stock option plan, which is anticipated during 2002.

Note 4.  RELATED PARTY TRANSACTIONS
-----------------------------------

During the year ended December 31, 2000 the Company received  operating advances
of $5,025  from a  related  party in the form of  payments  of  certain  Company
expenses. The amounts were repaid during 2001.

During the year  ending  December  31,  2001,  the Company  received  consulting
services from various related parties.  The total amount of expense incurred and
accrued as of December 31, 2001 is $7,500.

During the year ended December 31, 2001, the Company received operating advances
from a related party  aggregating  $80,900.  The operating  advances carry a 12%
annual  interest  rate,  with total  interest  incurred  and  outstanding  as of
December 31, 2001 of $2,167.

Note 5.  INCOME TAXES
---------------------

The Company  accounts  for income taxes under SFAS 109,  "Accounting  for Income
Taxes",  which requires use of the liability method.  SFAS No. 109 provides that
deferred  tax assets  and  liabilities  are  recorded  based on the  differences
between the tax bases of assets and liabilities  and their carrying  amounts for
financial reporting purposes, referred to as temporary differences. Deferred tax
assets  and  liabilities  at the end of each  period  are  determined  using the
currently  enacted tax rates  applied to taxable  income in the periods in which
the deferred tax assets and liabilities are expected to be settled or realized.

Reconciliation  of the Federal statutory income tax rate of 34% to the effective
rate is as follows:

             Federal statutory income tax rate             34.00 %
             State taxes, net of federal benefit            4.95 %
                     Valuation allowance                  (38.95)%
                                                          -------
                                                               - %
                                                          =======


                                       24
<PAGE>



                                 INDIGINET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


The tax effects of temporary differences and net operating losses that give rise
to significant portions of deferred tax assets and liabilities  consisted of the
following:


             Reconciling items

               Net operating loss carryforward            $ 82,000
               Impairment of Goodwill                      109,000
             Less valuation allowance                     (191,000)
                                                          --------

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

At December 31,  2001,  the Company has a net  operating  loss  carryforward  of
approximately $82,000, which expires beginning in 2021.

The  deferred  tax asset of $74,000 has been fully  reserved as of December  31,
2001.  The change in the  valuation  allowance for the deferred tax asset during
the year ended December 31, 2001 was $71,000.

Note 6. Acquisition
-------------------

On October  31,  2001 the  Company  acquired  the net assets of SBSI,  which was
accounted for as a purchase.  SBSI provides technical  support,  computer sales,
Internet access,  and domain hosting.  In connection with the  acquisition,  the
Company  purchased  100% of the net assets of SBSI in  exchange  for $50,000 and
500,000 shares of par value common stock valued at $30,000.

The  assets  acquired,  including  costs in excess of net assets  acquired,  and
liabilities assumed in the acquisition of SBSI are as follows:


Tangible assets acquired at fair value                    $ 14,199
Costs in excess of net assets assumed                      109,201
Liabilities assumed at fair value                          (43,400)
                                                          --------
         Total Purchase Price                             $ 80,000
                                                          ========

The Company  reviewed  the  goodwill  that was a result of the  transaction  and
determined that impairment  existed.  The goodwill was subsequently  written off
and, in accordance with SFAS 141, treated as a change in accounting principle.


                                       25
<PAGE>

                                 INDIGINET, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2001


The following pro forma  (unaudited)  information  assumes that the  acquisition
took place at the beginning of the period presented.

         Net sales                                             $ 129,701
                                                               =========
         Net (loss)                                            $(164,948)
                                                               =========
         Net (loss) per share:
               Basic and fully diluted                         $       -
                                                               =========


Note 7.  COMMITMENTS - RELATED PARTY
------------------------------------

The Company is a lessor of office space and computer  equipment  from an officer
of the  Company.  The office  lease calls for  monthly  payments of $950 for the
first year and an option for a second year at $1,000 a month.  The lease expires
during  November  2002.  The Company paid $1,900 to the related  party under the
terms of the lease  agreement for the year ended December 31, 2001. The computer
equipment lease call for monthly payments of $350 for 36 months, expiring during
July 2004. The lease has been classified as an operating lease.

Future minimum payments under non-cancelable operating leases with initial terms
of one year or more are as follows:

        2002                    $13,550
        2003                      4,200
        2004                      2,450
                                -------
                                $21,950
                                =======

Note 8.  MAJOR CUSTOMERS
------------------------

The Company  transacts  39% of business with two  customers.  As of December 31,
2001, the Company's receivable from these customers was $3,029.

Note 9. SUBSEQUENT EVENTS
--------------------------

On February 19, 2002, the Company  entered into a Stock Purchase  Agreement with
Fox Telecommunications,  Inc. (Fox). The purchase price was $250,000 in exchange
for all issued and outstanding shares of Fox's no par value common stock payable
as  follows:  $100,000  paid upon  execution  of the  agreement,  an  additional
$125,000 in the form of a promissory  note with an interest rate of 8% per annum
payable  sixty days after the closing of the  agreement,  and 250,000  shares of
InDigiNet  common  stock  valued at  $25,000.  The  effective  date of the Stock
Purchase Agreement is January 1, 2002.

On January 29, 2002, the Company  entered into an Asset Purchase  Agreement with
Wireless Broadband Connect,  LLC (WBBC) whereby the Company purchased the assets
of WBBC in  exchange  for 60,000  shares of  InDigiNet  common  stock  valued at
$6,000. The Agreement also calls for earn out bonuses based on revenue and gross
margin performance thresholds through April 30, 2002.

                                       26
<PAGE>


ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING  AND
         -------------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

     In 2002,  we engaged the services of Stark  Winter  Schenkein & Co., LLP to
provide an audit of our Financial  Statements  from as of and for the year ended
December 31, 2001. We have no disagreements with our auditor through the date of
this  filing.  Effective  February  20, 2002 Stark  Winter  Schenkein & Co., LLP
replaced Larry Wolfe, CPA as the Company's  principal  accountant as detailed in
the  8-K  filing  of  February  22,  2002.  The  formal  principal  accountant's
statements  for the past  two  years  did not  contain  an  adverse  opinion  or
disclaimer of opinion,  nor was it modified as to  uncertainty,  audit scope, or
accounting principles. There were no disagreements with the former accountant on
any  matters  of  accounting   principles  or  practices,   financial  statement
disclosure,  or auditing scope or procedures.  We have no disagreements with our
auditor, Stark Winter Schenkein & Co. through the date of this filing.


                                       27
<PAGE>


                                    PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------   --------------------------------------------------

     Our directors and executive officers are as follows:

Name                          Age               Position
----                          ---               --------

Jeffrey Black                  45           Secretary and Director

Clinton J. Wilson              46           President


     Jeffrey  Black,  served as our  President  from  September  7,  2000  until
December 1, 2001. Mr. Black currently serves as the Company's  Secretary and has
been the sole  director of the Company  since  September 7, 2000.  Mr. Black has
over 20 years  advising  publicly  traded  companies in  strategic  planning and
procedures  for many aspects  concerning the business of operating in the public
arena.  For the past six years,  Mr.  Black has served as President of Investors
Communications  Group,  Inc.  (ICG),  a public  relations  firm.  ICG focuses on
helping  companies  develop  and  implement  public  relation  programs  for the
investment  community,  consulting on financing for new capital infusion and the
planning and implementing of acquisition strategies.

     Clinton J. Wilson,  has served as our President  since December 1, 2001 and
has more  than 23 years  of  industry  experience  developing  successful  Sales
organizations  and  brings a wealth  of  expertise  to the  Company.  As  Senior
VP/General Manager of AuraServ Communications,  a managed VOIP service provider,
he staffed and launched the initial market for this new managed  service company
in Denver.  Prior to  AuraServ,  Mr.  Wilson was Vice  President  - Field  Sales
Support for Convergent Communications, an enterprise network solutions provider.
He was a of  member of that  company's  senior  management  team  directing  the
development of the sales channels.  He was responsible for guiding the Marketing
programs and implementing the sales strategies. Mr. Wilson also served as Senior
Vice  President  of Sales for ICG  Telecom  Group from  1995-1997,  where he was
responsible  for  building  the  company's  national  sales  organization,   the
recruitment  and training of 210 sales people,  and a rapid rise to $160 million
in annualized recurring revenue. Mr. Wilson also worked for ICG/Teleport Denver,
MCI Telecommunications, InteCom and AT&T/Mountain Bell. He is a 1977 graduate of
the  University  of  Colorado,  where he  earned a  Business  School  degree  in
Finance/Marketing.

Indemnification of Officers and Directors
-----------------------------------------

     The Florida Business  Corporations Act authorizes  Florida  corporations to
indemnify  any person  who was or is a party to any  proceeding  (other  than an
action by, or in the right of, the  corporation),  by reason of the fact that he
is or was a director,  officer,  employee,  or agent of the corporation or is or
was serving at the request of the corporation as a director,  officer, employee,
or agent of another  corporation or other entity,  against liability incurred in


                                       28
<PAGE>


connection with such  proceeding,  including any appeal thereof,  if he acted in
good faith and in a manner he  reasonably  believed to be in, or not opposed to,
the best interests of the  corporation.  With respect to any criminal  action or
proceeding,  the party must have had no reasonable  cause to believe his conduct
was  unlawful.  In the  case of an  action  by or on  behalf  of a  corporation,
indemnification  may  not be  made  if the  person  seeking  indemnification  is
adjudged  liable,  unless the court in which such action was brought  determines
such  person  is  fairly  and  reasonably  entitled  to   indemnification.   The
indemnification  provisions of Florida law require indemnification if a director
or officer  has been  successful  on the merits or  otherwise  in defense of any
action,  suit,  or proceeding to which he was a party by reason of the fact that
he is or was a  director  or  officer of the  corporation.  The  indemnification
authorized  under Florida law is not exclusive,  and is in addition to any other
rights granted to officers and directors under the Articles of  Incorporation or
Bylaws of the  corporation or any agreement  between  officers and directors and
the  corporation.  A corporation may purchase and maintain  insurance or furnish
similar  protection  on behalf of any officer or director  against any liability
asserted against the officer or director and incurred by the officer or director
in such  capacity,  or arising  out of the  status,  as an officer or  director,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under Florida law.

     Article X of the Company's  Articles of Incorporation  provides that to the
fullest extent  permitted by law, no director or officer of the Company shall be
personally  liable to the Company or its  shareholders for damages for breach of
any duty  owed to the  Company  or its  shareholders.  In  addition,  Article  X
provides  that the  Company  shall  have  the  power  in its  By-Laws  or in any
resolution  of its  stockholders  or  directors,  to undertake to indemnify  the
officers and directors of the Company against any contingency or peril as may be
determined  to be in the best  interests  of the  Company,  and, in  conjunction
therewith, to procure, at the Company's expense, policies of insurance.

ITEM 10.  EXECUTIVE COMPENSATION
          ----------------------

     Mr.  Wilson is employed as President  pursuant to an  employment  agreement
with us. Under the terms of the  employment  agreement,  Mr. Wilson  receives an
annual  salary of  $125,000  and such  additional  benefits  that are  generally
provided other employees. Mr. Wilson's employment agreement expires December 31,
2003 and will be subject to  renegotiation  at that time.  If we  terminate  the
employment of Mr. Wilson without cause during the first year of this  agreement,
Mr. Wilson is entitled to receive  compensation  equal to six months of his base
salary and benefits.  Mr.  Wilson will receive an annual bonus,  to be issued on
the anniversary  date of the agreement,  in the mount of $25,000.  Mr. Wilson is
subject to a  noncompetition  covenant for a period of one year from the date of
termination of the employment agreement.

     Pursuant to the terms of the employment  agreement,  Mr. Wilson is entitled
to receive  11,175,300  stock options which are  exercisable at $0.10 per share.
These  options  must be issued  according  to the terms of the  Company's  stock
option plan no later than December 31, 2002.  As of the date of this filing,  no
options have been issued.

Confidentiality and Nondisclosure Agreements
--------------------------------------------

     We  generally  require  our  employees  to  execute   confidentiality   and
nondisclosure  agreements  upon the  commencement  of  employment  with us.  The
agreements  generally provide that all inventions or discoveries by the employee
related to our business and all confidential information developed or made known
to the employee during the term of employment shall be the exclusive property of
us and shall not be disclosed to third parties without the prior approval of us.


                                       29
<PAGE>



Directors' Compensation
-----------------------

     Each director currently receives no compensation.

Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------

     Under Section 16(a) of the Securities Exchange Act of 1934, as amended, our
directors and certain of our officers, and persons holding more than ten percent
of our Common  Stock are  required  to file  forms  reporting  their  beneficial
ownership of our Common Stock and subsequent  changes in that ownership with the
Securities and Exchange Commission. Such persons are also required to furnish us
with copies of all forms so filed.

     Based solely upon a review of copies of such forms filed on Forms 3, 4, and
5, and amendments thereto furnished to us, we believe that during the year ended
December  31,  2001,  our  executive  officers,  directors  and greater than ten
percent  beneficial  owners  complied on a timely  basis with all Section  16(a)
filing requirements.

ITEM 11:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          --------------------------------------------------------------

     The table below sets forth  information  regarding  ownership of our common
stock as of March 31,  2002,  by each person who is known by us to  beneficially
own more than five  percent  of our  common  stock,  by each  director,  by each
executive officer named in the summary  compensation  table and by all directors
and executive officers as a group. Shares issuable within sixty days after March
31, 2001 upon the exercise of options are deemed  outstanding for the purpose of
computing the percentage  ownership of persons  beneficially owning such options
or  holding  such  notes  but are not  deemed  outstanding  for the  purpose  of
computing  the  percentage  ownership  of any other  person.  To the best of our
knowledge,  the persons listed below have sole voting and investment  power with
respect to the shares  indicated as owned by them subject to community  property
laws where applicable and the information contained in the notes to the table.

Name and                                   Amount and Nature
Address of                                   of Beneficial          Percent of
Beneficial Owner                               Ownership               Class
--------------------------------------------------------------------------------

Jeffrey Black                                 320,000,000              85.6%
74478 Highway 111, #372
Palm Desert, CA 92260

Clinton J. Wilson                                 145,000                  *
5197 East Nichols Lane
Littleton, CO 80122

All officers and directors as a group
   (2 persons)                                320,145,000              85.6%

---------------------
* Less than one percent.


ITEM 12:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

     No transactions required to be disclosed by Item 404 of Regulation S-B have
occured during the last two years and there are no such proposed transactions.


                                       30
<PAGE>


                                     PART IV


ITEM 13:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
          ---------------------------------------------------------------

Documents filed as part of this report:

A.   (1)  Financial Statements

     Reference  is made to the listing on page 14 for an index of all  financial
statements filed as part of this report.

     (2) All other  schedules  are omitted  because they are not  required,  are
inapplicable,  or the information is otherwise shown in the financial statements
or the notes thereto.

B.   Reports on Form 8-K:

     The  following  table  lists all  reports  filed on Form 8-K for the fourth
quarter of 2001.

     Date                                  Item
     ----                                  ----

November 15, 2001   Item 2 - Acquisition  or Disposition of Assets - relating to
                    agreement  for the  exchange  of common  stock  between  the
                    Company and Scottsdale Business Systems Inc./Cyberspeedway

                    Item 7 - Financial Statements of Scottsdale Business Systems
                    Inc./Cyberspeedway

C.   Exhibits:

     Exhibit Index regarding exhibits filed in accordance with Item 601, at page
33 hereof.

D.   Other Financial Statements:

     All  other  schedules  are  omitted  because  they  are not  required,  are
inapplicable,  or the information is otherwise shown in the financial statements
or the notes thereto.




                                       31
<PAGE>


                                   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,  in the  City of
Scottsdale, State of Arizona, United States of America, on April 15, 2002.

                                       INDIGINET, INC.



                                       By: /s/ Clinton J. Wilson
                                          --------------------------------------
                                           Clinton J. Wilson, President



                                       By: /s/ Jeffrey Black
                                          --------------------------------------
                                           Jeffrey Black, Secretary and Director



                                       32
<PAGE>


                                     EXHIBIT INDEX TO FORM 10-K

                               FOR FISCAL YEAR ENDED DECEMBER 31, 2001

                                           INDIGINET, INC.
<TABLE>
<CAPTION>

Exhibits:

Exhibit No.     Description                                    Location
-----------     -----------                                    --------
<S>             <C>                                            <C>
3(i)            Articles of Incorporation                      Incorporated by reference to Exhibit 2(a) to
                                                               Registrant's Form 10-SB filed on February 9,
                                                               2001.  (No. 0-32333)

3(1)(a)         Articles of Amendment to Articles of           Incorporated by reference to Exhibit 2(b) to
                Incorporation                                  Registrant's Form 10-SB filed on February 9,
                                                               2001.  (No. 0-32333)

3(1)(b)         Articles of Amendment to Articles of           Filed Herewith
                Incorporation filed April 23, 2001

3(ii)           Bylaws                                         Incorporated by reference to Exhibit 2(c) to
                                                               Registrant's Form 10-SB filed on February 9,
                                                               2001.  (No. 0-32333)

10.1            Agreement for the Exchange of Common Stock     Incorporated by reference to Exhibit 2 to
                dated October 31, 2001 between the             Registrant's Form 8-K filed on November 15,
                Registrant and Scottsdale Business Systems     2001.  (No. 0-32333)
                Inc./Cyberspeedway

10.2            Asset Purchase Agreement dated January 29,     Incorporated by reference to Exhibit 2 to
                2002 between the Registrant and Wireless       Registrant's Form 8-K filed on February 11,
                Broadband Connect, LLC                         2002.  (No. 0-32333)

10.3            Stock Purchase Agreement dated January 1,      Incorporated by reference to Exhibit 99 to
                2002 between the Registrant and Fox            Registrant's Form 8-K filed on March 18, 2002.
                Telecommunications, Inc.                       (No. 0-32333)

10.4            Management Services Agreement dated January    Incorporated by reference to Exhibit 2 to
                1, 2002 between the Registrant and Fox         Registrant's Form 8-K filed on March 18, 2002.
                Telecommunications, Inc.                       (No. 0-32333)

10.5            Employment Agreement dated December 1, 2001    Filed herewith
                between the Registrant and Clinton J. Wilson


</TABLE>







                                                    33