U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

                   For the fiscal year ended October 31, 2002

[_]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

       For the transition period from _______________ to ________________



Commission file no.: 000-28907

                                ImagineNet Corp.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

Nevada                                                          65-0878035
-------------------------------                             -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                               Identification No.)

222 Lakeview Ave., PMB 160
West Palm Beach, FL                                               33401
---------------------------------------                     -------------------
(Address of principal executive offices)                        (Zip Code)

Issuer's telephone number: (561) 832-5696

         Securities registered under Section 12(b) of the Exchange Act:


                                                       Name of each exchange on
 Title of each class                                     which registered
   None
--------------------------                             -------------------------

         Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                                (Title of class)

Copies of Communications Sent to:
                                      Mintmire & Associates
                                      265 Sunrise Avenue, Suite 204
                                      Palm Beach, FL 33480
                                      Tel: (561) 832-5696 - Fax: (561) 659-5371


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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 [_]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B 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 this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $0.

Of the 7,340,000 shares of voting stock of the registrant issued and outstanding
as of October 31, 2002, 1,340,000 shares are held by non-affiliates.  Because of
the  absence  of an  established  trading  market  for  the  voting  stock,  the
registrant is unable to calculate the aggregate market value of the voting stock
held by non-affiliates as of a specified date within the past 60 days.



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                                     PART I

Item 1. Description of Business.

(a) Business Development.

IMAGINENET  CORP.  (hereinafter  referred  to as the  "Company"  or "IMAG")  was
organized  under  the laws of the  State of Nevada on  November  24,  1998.  The
Company is a developmental  stage company organized by William H. Ragsdale,  the
President and Director and sole  executive of the Company,  whose aim is to sell
and distribute  musical and related  instruments and devices via the Internet to
the general public.  The Company's offices are presently located at 222 Lakeview
Avenue,  PMB 160, West Palm Beach,  FL 33401 and its  telephone  number is (561)
832-5696.

The Company is filing this Form 10-KSB in compliance with the  effectiveness  of
its filing on Form 10-SB.  The Company will file  periodic  reports in the event
its  obligation  to file such  reports is  suspended  under the  Securities  and
Exchange Act of 1934 (the "Exchange Act".)

(b) Business of Registrant.

General

ImagineNet Corp. was organized under the laws of Nevada on November 24, 1998. We
are a  developmental  stage  company  founded by William H.  Ragsdale,  our sole
executive.  We have no business  operations  or  revenues  to date.  There is no
guarantee  that  we will be able to  conduct  business  operations  or  generate
revenues in the  future.  At  present,  our company  offices are located at: 222
Lakeview Avenue - PMB 160, West Palm Beach,  Florida 33401. Our telephone number
is (561) 832-5696.

Since incorporating our company in late 1998, we have conducted initial research
into distribution  opportunities available to manufacturers'  representatives in
general and to startup  Internet-based  entities with a focus on distribution of
musical instruments in particular. This research entailed the extensive study of
specific musical instrument manufacturers and accessory device manufacturers and
their present distribution methods and outlets. The results of our research have
given us an understanding of the expansiveness of these  manufacturers and their
existing distribution relationships. Other research has included the study of an
Internet-based  distribution  and  marketing  medium.  This  study  involved  an
analysis of existing  Internet  distribution of musical  instruments and related
devices.  Our  research  has  been  our a  primary  focus  in  addition  to  our
organizational  activities.  These research efforts and  organizational  efforts
have to date consumed our total company efforts.

Mr. Ragsdale, an accomplished  musician,  does not currently have any experience
marketing musical  instruments.  In fact, Mr. Ragsdale's principal experience in
the  music  industry  is as a  member  of  various  bands in the  Atlanta  area.



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Especially  among fellow  musicians,  he is well-known in the Atlanta area.  Mr.
Ragsdale  possesses the proper musical  credibility in the  marketplace and is a
gregarious  and  outgoing  personality  who is well  received by his musical and
business acquaintances. His specific knowledge of music, business and experience
in playing in various  bands and venues in the Atlanta  region  leads us to feel
confident in his ability to leverage his network of contacts  into an attractive
business  opportunity.  Nonetheless,  we will be, at least initially,  dependent
upon  him and  his  unique  musical  perspective  and  outgoing  personality  to
establish  strategic  alliances  with  musical  instrument  suppliers as well as
assist us in the  development of a website that will be unique in its ability to
capture individual customers, musical institutions and educational institutions.

We  will  endeavor  to  provide,   through  the  burgeoning   global  e-commerce
distribution  network,  a unique  alternative to musical  instrument  purchasers
which would  enable  customers to make very  specific  and  personal  purchasing
decisions at an attractive price point. However, we have generally been inactive
to  date,  having  conducted  no  business  operations  except   organizational,
fund-raising and market research activities since inception.

Timeline of Company Efforts

The Company has filed a prospectus  on Form SB-1 for the purpose of  registering
between 100,000 and 1,000,000  shares for sale (the  "Registration  Statement").
The  Registration  Statement  was declared  effective by the SEC on February 11,
2002.  $100,000 has been raised in August 2002.  We expect to be able to utilize
this offering as the primary focus to achieve the raising of such capital.

During  this  process,   we  will  refine  our  market  research  and  establish
preliminary  letters of agreement with various musical  instrument and accessory
manufacturers to assure us of an adequate  offering of choices of product to our
customers.  Mr.  Ragsdale's  primary focus will be the initial  establishment of
these  relationships.  We believe his musical  experience as a member of various
bands  in the  local  Atlanta  region  as  well  as his  strong  and  gregarious
personality will prove very successful in establishing these preliminary letters
of agreement.

Now that we have  raised  the  minimum  of  $100,000,  we  should be able to (1)
develop our website; (2) establish our "drop shipment"  arrangement;  (3) obtain
contractual supply commitments with music product manufacturers;  and (4) launch
our website. The fourth and final stage will also entail advertising our company
and our new website on various popular websites,  such as Amazon.com,  Yahoo and
AOL via links which will gain the  attention  of our  targeted  market and allow
them to "click through" directly to our website. We are currently in the process
of pursuing the above  milestones.  Funds  generated  from this offering will be
used at each  step of the  above-described  milestones.  We have  already  begun
researching  the  musical  industry  and Mr.  Ragsdale  has  expended  costs  of
approximately  $25,100  towards the purchase of equipment,  printing,  legal and
accounting expenses and is committed to the success of our business plan.



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We have  delayed  development  and launch of our website even though the minimum
offering  amount has been raised.  We feel, as does our initial  investor in the
current  offering,  that  economic  conditions  are not suitable for an internet
startup  business  aimed  at  selling  and  distributing   musical  and  related
instruments  and  devices.  Instead we have,  with the  consent of such  initial
investor,  chosen to invest the initial  money raised and earn  interest on such
monies  until such time as  management  feels that the economic  environment  is
suitable for launch of the Company's business plan.

At that time, we expect the  preliminary  letters of agreement will be converted
into firm contracts.  In conjunction  with the  establishment of the preliminary
letters of agreement,  we will establish a "drop shipment" arrangement with each
musical instrument and accessory  supplier.  The carrier of choice by a majority
of our  projected  suppliers  is  United  Parcel  Service  ("UPS").  This  "drop
shipment" arrangement will also become a firm contractual  commitment between us
and our suppliers.

Upon  launch  of our  business  plan,  we will  seek to  employ  additional  key
personnel. We view the addition of a controller with excellent accounting skills
to be an essential.  It will be our controller's  responsibility  to monitor the
order flow from our future website,  keeping accurate track of our cash flow and
net  revenue.  In addition,  as we progress  into a fully  operational  business
entity,  we will add to  management  an  experienced  executive  officer who has
Internet marketing  experience.  We anticipate that this position will be filled
within 20 days of the decision by  management  to launch the business  plan.  We
strongly believe that Mr. Ragsdale's initial  entrepreneurial vision will enable
us to successfully  launch our business model;  however, we believe that it will
take a seasoned  Internet  marketing  executive  to enable us to grow beyond the
start-up  stage and into a successful  and  profitable  business  entity.  It is
anticipated  that we will incur an annual  average salary expense of $75,000 per
executive.  In addition to their annual  salaries,  we will offer a stock option
plan and employee profit sharing plan. However, neither plan has been created as
of the date of this report.

Within two months after we begin development of the Company's  website,  it will
be our primary  focus to finalize the design of our company  website.  It is our
goal to partner with our musical  instrument and accessory  manufacturers in the
design and  expense of our  website.  It will  carry  video and audio  streaming
technology  and be  continually  upgraded as new technology is introduced to the
market.  We will retain a consultant  to assist in the design of our website and
have  budgeted an annualized  expense of $50,000 for the expense.  We anticipate
the  actual  cost of the  website  itself  will be  fully  subsidized  from  the
partnering  efforts  and  ongoing  arrangements  with  our  prospective  musical
instrument and accessory manufacturers.

At this  point,  we have  not  generated  any  revenues  due to the  preliminary
research and organizational  activities which have consumed our attention.  As a
result of this initial  limited focus, we have no current  business  operations.
There is no guarantee that we will be able to  successfully  establish  business
operations or revenues to a point where our business becomes viable.



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Business Objective

Our aim is to sell and distribute  musical and related  instruments  and devices
via the Internet to the general public. To achieve this objective,  we currently
plan to establish a primary office and to purchase  additional office equipment,
including additional computers. Our intent to establish a primary office will be
accomplished  once we have been able to acquire firm letters of commitment  from
music instrument manufacturers. Once firm letters of intent are in hand, we will
complete  the design of our  initial  website  which we expect  will  become our
primary revenue provider.  This musical instrument and accessories  website will
provide  the  primary  focus for our  customers  for point of  purchase  musical
instrument and accessories  transactions.  Once purchased at our website,  these
instruments will be drop shipped directly to the purchaser avoiding  unnecessary
inventory costs and lowering company employment costs due to the fact that their
will be little need for inventory handlers.


Sales and Marketing Plans

We anticipate  that our initial  sales and marketing  efforts will be focused on
advertising   and   development   of   an-easy-to-use,    interactive   customer
service-oriented  website  from which to sell  musical  instruments  and related
musical devices through the Internet. We believe this website will be the source
of either our success or failure and it is for this reason  alone that we aim to
develop the most user friendly and interactive  cutting edge streaming video and
sound options for our prospective purchasers.  We believe that this website will
take  approximately  two months to complete once the present offering is closed,
escrow is broken and funds are  distributed.  Our present  discussions  with web
designers and  prospective  musical  instrument  and accessory  partners give us
confidence  that such a cutting  edge  website can be developed at no cost to us
due to our partnering and sharing of the expense.  In the event we are unable to
obtain  the  deferment  of  these  costs  through  our  partnering  efforts,  we
anticipate  that our  website  development  costs  will  still  only cost  about
$40,000.

Notwithstanding  the recent  collapse  of the retail  segment of the  e-commerce
industry,  our initial  marketing plan will be to establish  prominent  links on
high traffic  commercial  websites  and  educational  websites.  We believe such
efforts  will be  successful  since we intend to bring Mr.  Ragsdale's  musician
contacts  together  with  established  "bricks  and mortar"  musical  instrument
suppliers to form joint venture partnerships.  Moreover,  while other e-commerce
sites may be better funded, our overhead will be extremely limited.  In fact, we
do not expect to incur  significant  costs unless sales,  in fact, do occur.  In
effect,  we will act as a broker  in the  market  between  the  manufacturer  or
distributor of musical instruments and an interested purchaser.

Even in the event we are unable to obtain the  deferment  of most costs  through
our partnering  efforts,  these links will cost an  anticipated  $15,950 for the
first three months and are expected to increase as prospective  customer traffic
increases.  We also believe that new links will be necessary as we learn of high
prospective  customer  traffic at other websites  unanticipated  by us and which



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exhibit a direct correlation to our initial fill rates. Specifically, we will be
tracking closely how our customers click through various web page links directly
to our  website  and place  their  orders.  We will be able to track  each click
through and be able to determine each link's direct  correlation to our specific
website's  fill rates.  This will cause a continual  adjustment by us of our web
page  links in order to  maximize  prospective  customer  visits  and  potential
orders.

The website approach in our business model has been  specifically  chosen as our
sole marketing  strategy because of the presence of numerous "bricks and mortar"
musical  instrument and accessory  providers in the marketplace.  We believe the
technology of the Internet brings within reach to a start up company like us the
ability to have an immediate shopping window for the world to see through.  This
immediate  world wide  shopping  window to our website  and its  planned  design
utilizing  streaming video and audio technology  causes us to have confidence in
our ability to quickly penetrate the market. Furthermore, Mr. Ragsdale's musical
experience in many bands in the Atlanta  region gives us the ability to have him
exhibit and demonstrate  the sound and  characteristics  of musical  instruments
from  the  perspective  of  a  professional   musician.  We  feel  this  musical
perspective  combined  with Mr.  Ragsdale's  experience  in  running  his  other
businesses  will be of tremendous  value to our future  website's  unique design
characteristics.

In addition,  there are a number of musical  instrument  manufacturers  which we
will approach to supply product to our clients  (including,  but not exclusively
limited to, the following):

Yamaha Corporation of America
Harman International (Professional Division) Steinway Musical Instruments
Fender Musical Instruments
Peavey Electronics
Baldwin Piano & Organ
Akai Musical Instrument Corporation Martin Guitar Company
Midco International
Paiste Cymbals

Since these discussions with musical instruments  suppliers have not occurred to
date,  there  is no  guarantee  we  will  be able  to  enter  into  satisfactory
agreements  with them.  We currently  have the  financial  resources to commence
website  development  which  will  provide us with not only  business  operating
viability but also the credibility  required to obtain firm  contractual  supply
commitments  and potential  advertising  revenues from many of the above musical
instrument and accessory suppliers

Advertising

It is our belief that the musical instrument industry has not fully utilized the
distribution  opportunities offered by the Internet. Our objective is to provide
an e-commerce option to retail and wholesale  purchasers of musical instruments.
Accordingly,  our primary  focus is to develop an Internet site as our principal
point of contact with clients and, as a result of this  commitment,  we will not
focus on developing conventional advertising, stores or outlets.



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e-Commerce Strategy.

The development of a  user-friendly,  uniquely  designed website to showcase our
products and services is essential to the success of our business endeavors.  We
intend to  develop  a premium  website  to be  viewed  by retail  and  wholesale
consumers  worldwide as the primary source for  information  on various  musical
instrument products  accompanied by the best possible pricing alternatives which
the market can  support.  This  website is presently  under  development  and is
anticipated  to be ready for launch  within  three  months after the breaking of
escrow on the current offering and the distribution of funds.  Once constructed,
our home page will contain graphics  designed to accommodate quick launching and
display  of the  entire  page  even  in a  dial-up  56K  modem  environment.  To
accomplish  this quick  launching  and  display,  our page will be designed as a
small-sized  HTML file; it will have minimum JPEG graphics and won't use any GIF
or related moving graphics. Our objective is simple: permit retail and wholesale
business  viewers  to  quickly  open the home  page,  get down to  business  and
initiate navigation of the website with minimum wait for page loading.

EASY HOME PAGE TOPIC  FINDER.  We will  design the home page with user  friendly
simplicity,  without the busy clutter found in many retail and business  focused
websites,  to facilitate navigation by both retail and corporate users. The link
selections on the home page will be limited to only few major categories such as
Company  Information  and Product  Information.  With the  movement of the mouse
prompter  to a  listed  category,  a  window  will  appear  to  reveal  the sub-
categories,  much like the  features  found in the menu of current  Window-based
software.  In this manner,  the  sub-categories  are hidden within the home page
which can be easily altered,  without any modification required on the HTML file
of the home page. This function allows additional product page links to be added
onto the website with ease and speed in the future. A random search feature will
also be available to visitors to search the website "link tree" based on a given
key word.  This feature is essential  to the  operation of a marketing  website,
since  each page is too  limited  in space to  provide  a list of all  potential
search topics without obstructing the actual intended subjects of the page.

PRODUCT  INFORMATION  LINKS. Each product  information  subcategory link will be
designed with an intuitive  repeatable protocol for easy navigation by end users
and also for easy  modification.  For example,  the percussion  instruments page
will include product history and  description,  brand name product  availability
(and associated  links),  current customer comments (link),  sample request form
(link),   visitor   information   questionnaire   form  to   determine   product
applicability  (link),  product  information  on-demand  download link and email
feedback  (link).   In  addition  to  these  features,   the  product  page  for
conventional  products  will also include,  for a given item,  direct quotes and
order form links.  We intend to design our website link features with the state-
of-the art interactivity and fast retrieval of information on demand.

STREAMING  VIDEO AND AUDIO.  Initially,  the streaming  video to be incorporated
into our website will be limited to the illustration of product performance. The
duration of the video will be short.  We have initiated  discussions  with local
streaming  video  resellers but have not  established  any firm  arrangements to



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date.  We intend to  provide  video  packages  for large  capacity  simultaneous
visitors,  utilizing  a  new  JAVA  technology  requiring  no  end  user  viewer
installation.  We may  select  streaming  audio  along  with  audio  slide  show
presentations to provide a multimedia  presentation of our products and products
of advertisers. Due to the smaller file size, streaming audio presentation loads
faster and  streams  smoother.  It also  allows a visitor to listen to a musical
instrument's sound.

WEBSITE  HOSTING.  We will seek a hosting  agent for the  website  which has the
ability to provide  expandable  band-width to accommodate any large simultaneous
visitor load. In addition,  the hosting agent must also provide  adequate  "fire
wall"  protection  against  potential  hackers  which will  become an  essential
component  intrinsic to any client  information  transmission and client payment
transaction conducted over the website.  Otherwise, any successful hacking which
results in  shutting  down our  website  will have a  detrimental  effect on our
business.

SEARCH ENGINE  LISTING.  We intend to list our website on the ten largest search
engines,  including  excite@home,  yahoo, infoseek,  America Online,  LookSmart,
About, Alta Vista, Google, DirectHit, Yep and NorthernLight, of which the latter
five search  engines use computer  algorithms  to predict  relevance.  To assure
accessibility  and  visibility  in the search  engine  listings,  we will employ
available  services  to  manually  submit the  listing  on the  search  engines,
wherever  possible  once a month,  and to enter  the  submission  under  several
relevant key categories to enhance hits.

Website Improvement.

We also expect to budget some of the funds,  if $550,000 to $1,000,000 in shares
are sold,  for  improvement of our website once it has been  developed.  Some of
these improvements may include:

WEBSITE  HOSTING  ENHANCEMENT.  We will seek to enhance the  capacity of the web
hosting service to accommodate  increased file storage  capability and increased
visitor  capacity.  In  addition,  we will seek to  enhance  the  frequency  and
spectrum of the visitor profile feedback report from the hosting agent, of which
the data is proprietary and resalable in the information market. Lastly, we will
seek to improve  the  security of the website  against  hackers and  unsolicited
information gathering of our visitors.

STREAMING VIDEO ENHANCEMENT. The product demonstration streaming video available
for many  musical  instruments  will be  expanded  to include  testimonies  from
current  users.  Over time, we expect to increase the video  length,  along with
better quality video scripting and productions.

INITIAL  REVENUE  SOURCES.  Upon  completion and the  successful  closing of the
offering as well as the associated  successful launch of our website,  we expect
to derive our company's core revenues from musical  instrument  sales.  Provided
such success is achieved,  we would then consider  seeking to generate  revenues
from  advertisement of our services and products from various additional musical
industry related service and product providers. There can be no assurance of our
ability to generate income in this manner.



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CORPORATE  ADVERTISEMENT SALE. Launch of our website is partially dependent upon
the success of the  offering,  now that the minimum has already been raised.  We
intend to try to generate  additional  income by selling a limited  number of ad
spaces  on  our   website  to  musical   instrument   financing   firms  and  to
manufacturers. Advertisers will pay us an agreed upon amount in order to solicit
customers for themselves by advertising on our website. However, there can be no
assurance of our ability to generate income in this manner. In fact, the Company
has delayed  development and launch of its website due to the dramatic  decrease
in revenues generated by advertisement on the internet.

Financial Services Offered

At present,  we plan to provide our prospective  retail and business  purchasers
with Visa and MasterCard credit card point of purchase on our website.  However,
we will also allow for financing  companies  such as well  recognized  financial
institutions  to advertise  their  options on our website which may also provide
prospective purchasers an alternative financing option.

We intend to arrange a drop shipping  program wherein  customers will be able to
access our website to purchase a musical  instrument  with their credit card and
place  their  purchase  in a shopping  cart  where the order  will be  approved,
forwarded to the  manufacturer,  processed and shipped directly to the consumer.
Based on  preliminary  discussions  with  industry  representatives  and  retail
outlets but not musical instrument manufacturers and/or distributors, we believe
we will retain a  percentage  of each sale that  originates  through us (ranging
from 25% to 50% of the item's final purchase price).

On an end of the month  basis,  we would  then remit to the  musical  instrument
manufacturer  an accounting of sales of its products and accessories and forward
a wire of net proceeds into the manufacturer's  designated bank account. Returns
of products will be handled  directly with the  manufacturers  which will either
repair a defective  instrument and/or provide a cash refund to the consumer less
any shipping and handling  costs.  Each customer will have their own  individual
account and a unique password which will keep a history of each consumer's visit
to our  website,  payment  history and a complete  profile of  consumer  product
preferences.

Good quality  presentations and professional  follow-up with customers will also
be critical to our success.  We believe  providing a secure,  user-friendly  and
entertaining  website with streaming video musical instrument  presentations and
user feedback will, in many cases,  provide a unique and  comfortable  option by
which a client can utilize our various  musical  product  offerings  and thereby
close the sale, especially where financing alternatives are provided.

Expenditures

Our primary direct costs will be as follows:

Salaries to Mr. Ragsdale and other employees, as needed (payroll cost, actual or
deferred);  Marketing and sales related costs ; Employment  related  taxes;  and
Health benefits.


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Facilities

Initially,  we will operate out of the Lakeview  avenue offices  provided by Mr.
Ragsdale without cost to us. However,  once revenues warrant,  we will determine
an appropriate site to locate future facilities.

Debt Financing

We have not yet  sought  any debt  financing  since we do not  believe  we would
qualify for such a loan until we have completed at least two years of profitable
operations.  Once we have met this  criteria,  we intend to seek out funds  from
venture capital firms or other funding sources. Since we will not seek financing
until we are operating successfully,  we believe we will be in a better position
to  negotiate  appropriate  placement  and  repayment  terms for any such loans.
However,  in the event we do receive  financing  but  default in  payments,  the
financing  would result in  foreclosure  upon our assets to the detriment of our
shareholders.

Although we are presently  authorized to borrow funds, we do not intend to do so
until after the two year time-period. When we do seek to borrow funds, we do not
intend  to use the  proceeds  to make  payments  to our  management  (except  as
salaries, benefits and out-of-pocket expenses).

Reporting

As a reporting company,  we are required to file quarterly  unaudited  financial
reports on Form 10-QSB and annual audited  financial  reports on Form 10-KSB. In
addition,  we would be  required  to file on Form 8-K  under  certain  specified
conditions or those deemed material in character.

Industry Regulation

We are not subject to industry specific  regulation.  However, we are subject to
usury and other  standards  relating to permitted  maximum rates of interest and
related consumer fraud regulations.

Current Employees and Proposed Staffing

Currently Minimal Employees; No Monetary Compensation

Although Mr. Ragsdale does not currently have any experience  marketing  musical
instruments,  he is an accomplished and well-known musician in the Atlanta area.
Consequently,  we believe  Mr.  Ragsdale's  creativity  and  salesmanship,  when
combined  with an Internet  e-commerce  marketing and  distribution  alternative
using  established  "bricks  and mortar"  joint  venture  partners,  make for an
attractive  business  model.  Moreover,  we  believe  this model will be further
enhanced by the advantages of greater  availability of capital and potential for
growth by being a public,  as compared to a  privately-held,  company.  The time
required to be devoted by Mr.  Ragsdale to our  day-to-day  affairs is presently
estimated to be  approximately  five to ten hours per week. Mr.  Ragsdale's time
commitment will  substantially  increase once we obtain sufficient  funding with
which to commence our Internet-based  operations,  hire employees and search for
an appropriate site where our executive offices can be located.



                                       11
<PAGE>



Proposed Additional Personnel

At present,  Mr.  Ragsdale,  is our sole executive  officer and employee.  It is
expected that additional  personnel will be employed to assist in operations and
financial  management,  such as a controller  and chief  executive  officer.  In
addition, we intend to continue to expand our business and finance advisors.

It is generally  anticipated  that any future employees will devote full time to
our operations. The Board of Directors may then, in its discretion,  approve the
payment of cash or non-cash compensation to these employees for their services.

Government Regulation

Overview

As an employer,  the Company is subject to all federal, state and local statutes
and  regulations  governing  its  relationship  with its employees and affecting
businesses generally.

Item 2. Description of Property.

The Company's  executive  offices are located at 222 Lakeview  Avenue,  PMB 160,
West Palm Beach,  Florida 33401.  Its telephone  number is (561)  832-5696.  The
Company  pays no rent for  this  space.  The  Company  owns no real or  personal
property.

Item 3. Legal Proceedings.

The Company knows of no legal proceedings to which it is a party or to which any
of its property is the subject which are pending,  threatened or contemplated or
any unsatisfied judgments against the Company.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was  submitted to a vote of the  Company's  shareholders,  through the
solicitation  of proxies or otherwise  during the fiscal year ended  October 31,
2002, covered by this report.

                                     Part II

Item 5. Market for Common Equity and Related Stockholder Matters.

(a) Market Information.

There has been no  established  public trading market for the common stock since
the Company's inception on November 24,1998.

(b) Holders.

As of  October  31,  2002,  the  Company  had 29  shareholders  of record of its
7,340,000 outstanding shares of common stock.



                                       12
<PAGE>



(c) Dividends.

The Company has never paid or declared  any  dividends  on its common  stock and
does not anticipate paying cash dividends in the foreseeable future.

Transfer Agent

The Company is serving as its own transfer  agent until its common stock becomes
eligible for quotation with NASD.

Item 6. Management's Discussion and Analysis or Plan of Operation.

Since  inception,   we  have  conducted  no  business   operations   except  for
organizational,  capital- raising and market research activities. For the period
from inception  through October 31, 2002, we have had no revenue from operations
and accumulated operating expenses amounted to $47,771. These operating expenses
are related to start up, legal and organizational  expenses.  We propose to sell
musical instruments and related devices to the public via the Internet.

We have  approximately  $890 in cash  currently  in the bank  and a demand  loan
receivable  of  $120,655  and  feel  that  this  will  meet  our  specific  cash
requirements  for the next 12 to 24 months.  In  addition,  we have  completed a
majority of the start-up  organizational,  fund-raising and research  activities
necessary  to  position  us to start the next level of our  business.  We do not
foresee the  incurring  of  additional  losses at this point.  However,  we must
successfully   complete   the   offering,   finalization   of  the   design  and
implementation  of our website,  the  establishment  of binding  agreements with
musical  instrument  and accessory  providers  and their drop shipment  partners
culminating  with the  hiring of our  controller  followed  by the  hiring of an
Internet-experienced  chief executive officer.  We anticipate that these efforts
can be undertaken with the raising of the minimum of $100,000 from the offering.
If we are unable to generate sufficient  additional capital from our offering or
revenue from  operations to implement our business  plans,  we intend to explore
all available alternatives for debt and equity financing,  including private and
public  securities  offerings.  If those bootstrap efforts fail, we will have no
choice but to close down.

Initially,  Mr. Ragsdale will be solely responsible for developing our business.
However,  when  sufficient  capital  becomes  available,  we  expect to employ a
controller  and a CEO. In  addition,  we expect to engage in  continuing  market
research  to monitor new market  trends and other  critical  information  deemed
relevant  to our  business.  This  continuous  research  will  take  the form of
electronic and market  reports from our Internet  hosting  providers  which will
show the history of visits by customers to our various  links on other  websites
as well as our own website.



                                       13
<PAGE>



These  electronic   reports  will  be  supplemented  by  the  review  of  market
literature, comparison shopping surveys and investigative surveys. This research
will be provided  as part of the web hosting  costs which will be covered by our
partnering   relationships   with   our   musical   instrument   and   accessory
manufacturers.  If such  arrangements  can not be  established,  we expect  such
research  to cost not more than  $5,000 on an  annualized  basis.  In any event,
based on this  market  research,  we expect to be able to  assess  existing  and
prospective trends and adjust our business plan accordingly.

Financial Condition, Capital Resources and Liquidity

General

At October 31,  2002,  we had $122,885 in assets and $8,510 in  liabilities,  as
compared to assets of $43,460 and  liabilities  of $11,028 at October 31,  2001.
Since inception, we have received $50,000 in cash as payment for the issuance of
shares.  Our working capital is presently  minimal and there can be no assurance
that our financial  condition  will improve.  Management  expects to continue to
have minimal working capital or a working capital deficit as a result of current
liabilities.

Issuance of Stock

At inception,  we issued 6,000,000  "founders"  shares of common stock valued at
$6,000 to Mr.  William  H.  Ragsdale  for  services  rendered  in setting up the
company.

From November  1998 through  April 1999, we sold a total of 1,240,000  shares of
common stock to Georgia and Florida  residents  for cash  totaling  $50,000.  No
underwriter was employed in connection with the offering and sale of the shares.
The Company sold its stock in a self-underwritten offering conducted pursuant to
Section 3(b) of the Securities Act of 1933, as amended (the "Act"), and Rule 504
of  Regulation D promulgated  thereunder.  This offering was made in Georgia and
Florida.  We undertook the offering of shares of common stock on August 1, 1999,
and did not pay any underwriting discounts or commissions.

In August  2002,  the Company  sold  100,000  shares of its common  stock to one
investor for $100,000 pursuant to its Registration Statement, thereby satisfying
the minimum offering amount.

Even though we believe  with the  successful  minimal  offering,  we will obtain
sufficient capital with which to implement our business plan on a limited scale,
we do not expect to continue  operations on a larger scale without an additional
increase  in  revenue  from  the  eventual  launch  of our  website  and/or  and
additional  infusion of capital. In order to obtain additional equity financing,
management may be required to dilute the interest of existing shareholders.


                                       14
<PAGE>



Net Operating Losses

We have net operating losses carry-forwards of $41,600, expiring $18,000, $4,100
and $5,600 and $13,900 at October 31,  2022,  2021 2020 and 2019,  respectively.
These  operating  expenses  are  related to start up,  legal and  organizational
expenses.  We also  have a $6,000  deferred  tax asset  resulting  from the loss
carry- forwards.  We have established a 100% valuation allowance for this asset.
Until our current  operations begin to produce earnings,  our ability to utilize
these carry-forwards is unclear.

Historical Fact Versus Projection and Expectation

Statements  contained  in this  document  which  are  not  historical  fact  are
forward-looking  statements based upon management's current expectations.  These
subjective  assessments are subject to risks and uncertainties  that could cause
actual  results  to  differ  materially  from  those  stated or  implied  by the
forward-looking statements.

Recent Accounting Pronouncements

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  (SAB)  No.  101,   "Revenue   Recognition  in  Financial   Statements"
summarizing the SEC's views in applying generally accepted accounting principles
to various  revenue  recognition  issues.  Management  believes that its revenue
recognition practices are in conformity with SAB No. 101.

In April  2000,  the FASB  issued  FASB  Interpretation  No. 44 ("FIN No.  44"),
"Accounting  for  Certain   Transactions   Involving  Stock   Compensation:   An
Interpretation of APB No. 25." We have adopted the provisions of FIN No. 44, and
such adoption did not impact our results of operations.

In September  2000, the FASB issued SFAS No. 140  "Accounting  for Transfers and
Servicing of Financial Asset and  Extinguishment of Liabilities",  a replacement
of SFAS No. 125.  The  standard is  effective  in 2001 and  management  does not
expect the standard to have any effect on our  financial  position or results of
operations.

In July 2001, the FASB issued SFAS No. 141 "Business  Combinations" and SFAS No.
142 "Goodwill and Other  Intangible  Assets."  These  standards are effective in
2001 and  management  does not  expect the  standards  to have any effect on our
financial position or results of operations.

In July 2001, the SEC issued SAB 102 "Selected  Loan Loss Allowance  Methodology
and  Documentation  Issues." We do not expect this SAB to have any effect on our
financial position or results of operations.

In  April  2002,  the FASB  issued  SFAS  145  "Recision  of SFASs 4, 44 and 64,
Amendment of SFAS 13 and Technical Corrections." Management does not expect this
standard to have any effect on our financial position or results of operations.


                                       15
<PAGE>



In June 2002, the FASB issued SFAS 146  "Accounting  for Costs  Associated  with
Exit or Disposal  Activities."  Management does not expect this standard to have
any effect on our financial position or results of operations.

In October  2002,  the FASB issued SFAS 147  "Acquisition  of Certain  Financial
Institutions."  Management  does not expect this  standard to have any effect on
our financial position or results of operations.

Controls and Procedures

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  Annual  Report  on Form  10-KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

     (i) this Annual  Report on Form 10-KSB  contains any untrue  statement of a
material fact or omits to state a material fact necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading  with  respect to the period  covered by this  Annual  Report on Form
10-KSB, and

     (ii) the financial statements,  and other financial information included in
this Annual Report on Form 10-KSB,  fairly present in all material  respects the
financial condition,  results of operations and cash flows of the Company as of,
and for, the periods presented in this Annual Report on Form 10-KSB.

There have been no significant  changes in the Company's internal controls or in
other  factors  since  the  date of the  Chief  Executive  Officer's  and  Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any  corrective   actions  with  regards  to  significant
deficiencies and material weaknesses.

Forward-Looking Statements

This Form 10-KSB  includes  "forward-looking  statements"  within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act of  1934,  as  amended.  All  statements,  other  than
statements of historical  facts,  included or  incorporated by reference in this
Form 10-KSB which address  activities,  events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof),  business
strategy,  expansion and growth of the Company's  business and  operations,  and
other such matters are forward-looking statements. These statements are based on
certain  assumptions and analyses made by the Company in light of its experience
and its perception of historical trends,  current conditions and expected future
developments  as well as  other  factors  it  believes  are  appropriate  in the


                                       17
<PAGE>



circumstances. However, whether actual results or developments will conform with
the Company's  expectations  and predictions is subject to a number of risks and
uncertainties,  general  economic market and business  conditions;  the business
opportunities  (or lack  thereof)  that may be  presented  to and pursued by the
Company;  changes in laws or regulation;  and other  factors,  most of which are
beyond the  control of the  Company.  Consequently,  all of the  forward-looking
statements made in this Form 10-KSB are qualified by these cautionary statements
and  there  can  be  no  assurance  that  the  actual  results  or  developments
anticipated by the Company will be realized or, even if substantially  realized,
that they will have the expected consequence to or effects on the Company or its
business or operations.

Item 7. Financial Statements

The Financial  Statements of ImagineNet Corp. and Notes to Financial  Statements
together with the Independent  Auditor's  Report of Durland and Company,  CPA's,
P.A.,  required by this Item 7 commence on page F-1 hereof and are  incorporated
herein by this reference.  The Financial Statements filed as part of this Report
on Form 10-KSB are listed in the Index to Financial Statements below:



                          INDEX TO FINANCIAL STATEMENTS


Independent Auditors' Report...............................................F-2

Balance Sheet..............................................................F-3

Statements of Operations...................................................F-4

Statements of Stockholders' Equity.........................................F-5

Statements of Cash Flows...................................................F-6

Notes to Financial Statement...............................................F-7



                                       18
<PAGE>

                          INDEPENDENT AUDITORS' REPORT





The Board of Directors and Stockholders
ImagineNet Corp.
(A Development Stage Enterprise)
West Palm Beach, Florida

We  have  audited  the  accompanying   balance  sheet  of  ImagineNet  Corp.,  a
development stage enterprise, as of October 31, 2002, and the related statements
of operations,  stockholders' equity and cash flows for the two years then ended
and the period from  November  24, 1998  (Inception)  through  October 31, 2002.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
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  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of ImagineNet Corp. as of October
31, 2002 and the results of its  operations and its cash flows for the two years
then ended and the period from November 24, 1998 (Inception) through October 31,
2002, in conformity with accounting  principles generally accepted in the United
States.






                                                /s/Durland & Company, CPAs, P.A.
                                                   Durland & Company, CPAs, P.A.
Palm Beach, Florida
January 3, 2003


                                       F-2


<PAGE>


<TABLE>
<CAPTION>
                                ImagineNet Corp.
                        (A Development Stage Enterprise)
                                  Balance Sheet




                                                                          October 31, 2002      October 31, 2001
                                                                        -------------------- ----------------------
<S>                                                                     <C>                  <C>
                                 ASSETS
CURRENT ASSETS
  Cash                                                                  $                890 $                1,369
  Loans to third parties                                                             120,655                 42,091
   Prepaid expenses                                                                    1,340                      0
                                                                        -------------------- ----------------------

          Total current assets                                                       122,885                 43,460
                                                                        -------------------- ----------------------

Total Assets                                                            $            122,885 $               43,460
                                                                        ==================== ======================

                  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable
     Trade                                                              $                  0 $                1,360
     Related party note payable                                                        8,510                  9,668
                                                                        -------------------- ----------------------

          Total current liabilities                                                    8,510                 11,028
                                                                        -------------------- ----------------------

Total Liabilities                                                                      8,510                 11,028
                                                                        -------------------- ----------------------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value, authorized 10,000,000 shares;
      0 issued and outstanding                                                             0                      0
  Common stock, $0.001 par value, authorized 50,000,000 shares;
      7,340,000 and 7,240,000 issued and outstanding                                   7,340                  7,240
  Additional paid-in capital                                                         148,660                 48,760
  Deficit accumulated during the development stage                                   (41,625)               (23,568)
                                                                        -------------------- ----------------------

          Total stockholders' equity                                                 114,375                 32,432
                                                                        -------------------- ----------------------

Total Liabilities and  Stockholders' Equity                             $            122,885 $               43,460
                                                                        ==================== ======================
</TABLE>






     The accompanying notes are an integral part of the financial statements


                                       F-3

<PAGE>


<TABLE>
<CAPTION>
                                ImagineNet Corp.
                        (A Development Stage Enterprise)
                            Statements of Operations



                                                                                                      From
                                                                                                November 24, 1998
                                                             Year Ended October 31,                (Inception)
                                                    ----------------------------------------         through
                                                           2002                 2001            October 31, 2002
                                                    ------------------- -------------------- ----------------------

<S>                                                 <C>                 <C>                  <C>
REVENUES                                            $                 0 $                  0 $                    0
                                                    ------------------- -------------------- ----------------------

OPERATING EXPENSES:
   General and administrative expenses                           21,780                6,504                 37,771
   Legal fees - related party                                         0                    0                  4,000
   Services - related party                                           0                    0                  6,000
                                                    ------------------- -------------------- ----------------------

          Total expenses                                         21,780                6,504                 47,771
                                                    ------------------- -------------------- ----------------------

OTHER INCOME (EXPENSE):
   Interest income                                                4,564                3,091                  7,655
   Interest expense                                                (841)                (668)                (1,509)
                                                    ------------------- -------------------- ----------------------

          Total other income (expense)                            3,723                2,423                  6,146
                                                    ------------------- -------------------- ----------------------

Net loss                                            $           (18,057)$             (4,081)$              (41,625)
                                                    =================== ==================== ======================

Loss per weighted average common share              $             (0.01)$              (0.01)
                                                    =================== ====================

Number of weighted average common shares
outstanding                                                   7,260,822            7,240,000
                                                    =================== ====================
</TABLE>





     The accompanying notes are an integral part of the financial statements


                                       F-4


<PAGE>


<TABLE>
<CAPTION>
                                ImagineNet Corp.
                        (A Development Stage Enterprise)
                       Statements of Stockholders' Equity




                                                                                             Deficit
                                                                                           Accumulated
                                                                           Additional       During the         Total
                                             Number of        Common         Paid-In       Development     Stockholders'
                                               Shares         Stock          Capital          Stage           Equity
                                           -------------- -------------- --------------- ---------------- ---------------
<S>                                         <C>           <C>            <C>             <C>              <C>
BEGINNING BALANCE, November 24, 1998                    0 $            0 $             0 $              0 $             0

 11/98 - founders' shares ($0.001/sh.)          6,000,000          6,000               0                0           6,000
 11/98 - cash ($0.01/sh.)                          40,000             40             360                0             400
 12/98 - cash ($0.01/sh.)                         260,000            260           2,340                0           2,600
  4/99 - cash ($0.05/sh.)                         940,000            940          46,060                0          47,000

Net loss                                                0              0               0          (13,880)        (13,880)
                                           -------------- -------------- --------------- ---------------- ---------------

BALANCE, October 31, 1999                       7,240,000          7,240          48,760          (13,880)         42,120

Net loss                                                0              0               0           (5,607)         (5,607)
                                           -------------- -------------- --------------- ---------------- ---------------

BALANCE, October 31, 2000                       7,240,000          7,240          48,760          (19,487)         36,513

Net loss                                                0              0               0           (4,081)         (4,081)
                                           -------------- -------------- --------------- ---------------- ---------------

BALANCE, October 31, 2001                       7,240,000          7,240          48,760          (23,568)         32,432

08/02 - cash ($1.00/sh.)                          100,000            100          99,900                0         100,000
Net loss                                                0              0               0          (18,057)        (18,057)
                                           -------------- -------------- --------------- ---------------- ---------------

ENDING BALANCE, October 31, 2002                7,340,000 $        7,340 $       148,660 $        (41,625)$       114,375
                                           ============== ============== =============== ================ ===============
</TABLE>








     The accompanying notes are an integral part of the financial statements


                                       F-5


<PAGE>


<TABLE>
<CAPTION>
                                 ImagineNet Corp
                        (A Development Stage Enterprise)
                            Statements of Cash Flows



                                                                                                       From
                                                                                                 November 24, 1998
                                                                  Year Ended October 31,            (Inception)
                                                              -------------------------------         through
                                                                   2002            2001          October 31, 2002
                                                              --------------- ---------------  ---------------------
<S>                                                           <C>             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                      $       (18,057)$        (4,081) $             (41,625)
Adjustments to reconcile net loss to net cash used by
operating activities:
        Stock issued for services                                           0               0                  6,000
Changes in operating assets and liabilities
        (Increase) decrease in interest receivable                     (4,564)         (3,091)                (7,655)
        Increase in prepaid expenses                                   (1,340)              0                 (1,340)
        Increase (decrease) in accounts payable - trade                (1,360)            788                      0
        Increase (decrease) in accounts payable - related party             0               0                      0
        Increase (decrease) in interest payable                           842             668                  1,510
                                                              --------------- ---------------  ---------------------

Net cash used by operating activities                                 (24,479)         (5,716)               (43,110)
                                                              --------------- ---------------  ---------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Loans to third parties                                        (74,000)        (39,000)              (113,000)
                                                              --------------- ---------------  ---------------------

Net cash used by investing activities                                 (74,000)        (39,000)              (113,000)
                                                              --------------- ---------------  ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
        Proceeds from issuance of common stock                        100,000               0                150,000
        Repayments of loans from related party                         (6,000)              0                 (6,000)
        Proceeds of loan from related party                             4,000           9,000                 13,000
                                                              --------------- ---------------  ---------------------

Net cash provided by financing activities                              98,000           9,000                157,000
                                                              --------------- ---------------  ---------------------

Net increase (decrease) in cash                                          (479)        (35,716)                   890
                                                              --------------- ---------------  ---------------------

CASH, beginning of period                                               1,369          37,085                      0
                                                              --------------- ---------------  ---------------------

CASH, end of period                                           $           890 $         1,369  $                 890
                                                              =============== ===============  =====================
</TABLE>






     The accompanying notes are an integral part of the financial statements


                                       F-6

<PAGE>



                                ImagineNet Corp.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(1)  The  Company   ImagineNet   Corp.  (the  Company)  is  a  Nevada  chartered
     development stage corporation which conducts business from its headquarters
     in West Palm Beach,  Florida.  The Company was incorporated on November 24,
     1998.

     The Company has not yet engaged in its expected  operations.  The Company's
     future operations  include plans to sell and distribute musical and related
     instruments  and  devices  via the  Internet.  Current  activities  include
     raising additional capital and negotiating with potential key personnel and
     facilities.  There is no  assurance  that any benefit will result from such
     activities.  The Company will not receive any operating  revenues until the
     commencement  of  operations,  but  will  nevertheless  continue  to  incur
     expenses until then.

     The  following  summarize  the more  significant  accounting  and reporting
     policies and practices of the Company:

     a)  Use of  estimates  The  financial  statements  have  been  prepared  in
     conformity  with  accounting  principles  generally  accepted in the United
     States.  In preparing the financial  statements,  management is required to
     make estimates and assumptions  that affect the reported  amounts of assets
     and liabilities as of the date of the statements of financial condition and
     revenues and expenses  for the year then ended.  Actual  results may differ
     significantly from those estimates.

     b)  Start-Up  costs Costs of start-up  activities,  including  organization
     costs,  are expensed as incurred,  in accordance with Statement of Position
     (SOP) 98-5.

     c) Net loss per share Basic and diluted  loss per weighted  average  common
     share is computed by dividing the net loss by the weighted  average  number
     of common shares outstanding during the period. The Company has no dilutive
     or anti-dilutive securities outstanding.

     d) Stock  compensation  for services  rendered The Company issues shares of
     common stock in exchange for services  rendered.  The costs of the services
     are valued  according to accounting  principles  generally  accepted in the
     United States and have been charged to operations.

     e) Impact of recently issued  accounting  pronouncements No recently issued
     accounting  pronouncements  have any  effect  on the  historical  financial
     statements  nor  any  currently   expected   effects  on  future  financial
     statements of the Company.

(2)  Stockholders' Equity The Company has authorized 50,000,000 shares of $0.001
     par value common stock, and 10,000,000 shares of $0.001 par value preferred
     stock. Rights and privileges of the preferred stock are to be determined by
     the Board of Directors prior to issuance.  The Company had 7,240,000 shares
     of common stock issued and  outstanding  at July 31, 2002.  The Company had
     issued none of its shares of preferred stock at April 30, 2002. On November
     24,  1998,  the  Company  issued  6,000,000  shares of common  stock to its
     founder  and  President  for  services  rendered  in  connection  with  the
     organization of the Company. During the period ended July 1999, the Company
     issued 1,240,000 shares of common stock for $50,000 in cash.

     In August  2002,  the Company  received  $100,000  in exchange  for 100,000
     shares of the Company's common stock under its SB-1 public offering.

(3)  Income  Taxes  Deferred  income taxes  (benefits)  are provided for certain
     income and expenses which are  recognized in different  periods for tax and
     financial  reporting  purposes.  The Company had net operating  loss carry-
     forwards for income tax purposes of approximately  $18,000,  $4,100, $5,600
     and  $13,900   expiring  at  October  31,  2022,   2021,   2020  and  2019,
     respectively.  The amount  recorded as deferred tax asset as of October 31,
     2002

                                       F-7


<PAGE>



                                ImagineNet Corp.
                        (A Development Stage Enterprise)
                          Notes to Financial Statements


(3)  Income Taxes  (Continued) is  approximately  $6,000,  which  represents the
     amount  of  tax  benefit  of the  loss  carry-  forward.  The  Company  has
     established a 100% valuation  allowance against this deferred tax asset, as
     the Company has no history of profitable operations.

(4)  Loans  Receivable from Third Parties In December 2000, the Company made two
     demand loans to third parties amounting to $35,000 and $4,000 at 9% rate of
     interest. Accrued interest amounted to $5,967 and $682 at October 31, 2002.
     In the fourth  quarter of fiscal  2002,  the Company  made demand  loans to
     three third  parties  amounting to $20,000,  $50,000 and $4,000 at interest
     rates of 10% and 12%.  Accrued  interest  amounted to $422, $567 and $17 at
     October 31,  2002.  At the time these loans were made,  the Company did not
     immediately need the cash and the Company could earn a significantly higher
     return than a bank deposit with a low level of risk.

(5)  Loan Payable to Related  Party In December  2000,  June 2001 and June 2002,
     the  Company  borrowed  $8,000,  $1,000 and $4,000 as a demand  loan from a
     related party. In September 2002, the Company repaid $6,000 of those loans.
     Accrued interest amounted to $1,510 at October 31, 2002.

(6)  Related  Parties See Note (2) for shares issued for services.  See Note (5)
     for loans from related parties.

     During the period ended October 31, 1999, a shareholder and general counsel
     for the Company  performed legal services in the amount of $2,764 on behalf
     of the Company. This amount was paid in the first quarter of fiscal 2000.



                                       F-8


<PAGE>


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

None.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons

William H. Ragsdale, President and Director

William H. Ragsdale is a graduate of Oxford University, Atlanta, Georgia, in May
1990 with an Associate of Arts Degree and from Emory  University with a Bachelor
of Arts Degree in May, 1992. Mr.  Ragsdale was employed as an assistant  manager
during 1992 and 1993 for The Bread Garden, a landscaping  company.  From 1993 to
the  present,  Mr.  Ragsdale  has owned and  operated  Russell  Landscaping  and
Maintenance.  In addition,  Mr. Ragsdale plays musical  instruments with various
bands in the Atlanta,  Georgia area. Mr. Ragsdale believes this familiarity with
musicians  and musical  instruments  and the training and  experience is what he
brings  to the  business.  Although  he does  not have  any  Internet  marketing
experience  with  musical  instruments,  we  believe  Mr.  Ragsdale's  practical
business  salesmanship  skills  as the  owner  of his own  landscaping  business
combined with his special appreciation of music and extensive networking ability
in the music  field  through his  numerous  working  engagements  as a member of
various   bands  in  the  Atlanta   region  will  expose  us  to  many  business
opportunities and sales.

Management  is unable at this time to forecast  with any degree of certainty the
acceptance of the Company's  funding programs or the expenses of doing business;
however,  IMAG intends to market its  programs  competitively  in the  Company's
target markets.

Executive Officers and Directors

Set forth below are the names,  ages,  positions  with the Company and  business
experiences of the executive officers and directors of the Company.


Name                        Age      Position(s) with Company
----                        --       ------------------
Mr. William H. Ragsdale     32       President, Secretary, Chief Executive
1506 Briarhill Lane NE               Officer &  Director
Atlanta, GA 30324

(1)  The above-named  person may be deemed to be a "promoter"  and/or a "parent"
     of the Company,  as those terms are defined under the Rules and Regulations
     promulgated under the Act.


                                       19
<PAGE>



All  directors  hold  office  until the next  annual  meeting  of the  Company's
shareholders and until their successors have been elected and qualify.  Officers
serve at the pleasure of the Board of Director.  Mr.  Ragsdale  will devote such
time and effort to the  business  and affairs of the Company as may be necessary
to perform his  responsibilities  as the Company's  sole  executive  officer and
director.

Aside from Mr.  Ragsdale,  there are no other persons whose  activities  will be
material to the operations of the Company at this time. Mr. Ragsdale is the sole
"promoter" of the Company as such term is defined under the Act.

Family Relationships

There are no family  relationships  between or among the executive  officers and
director of the Company.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities  Exchange Act of 1934, as amended,  requires the
Company's  executive officers and directors and persons who own more than 10% of
a  registered  class  of the  Company's  equity  securities,  to file  with  the
Securities and Exchange Commission (hereinafter referred to as the "Commission")
initial statements of beneficial ownership,  reports of changes in ownership and
annual  reports  concerning  their  ownership,  of common stock and other equity
securities of the Company on Forms 3, 4 and 5, respectively. Executive officers,
directors  and  greater  than  10%   shareholders  are  required  by  Commission
regulations to furnish the Company with copies of all Section 16(a) reports they
file. To the Company's  knowledge,  Mr. Ragsdale  comprises all of the Company's
executive  officers,  directors  and greater than 10%  beneficial  owners of its
common Stock, and has complied with Section 16(a) filing requirements applicable
to him during the Company's fiscal year ended October 31, 2002.

Item 10. Executive Compensation:

The Company, in consideration for founders services, issued to Mr. Ragsdale, the
Company's sole executive officer and/or director, 6,000,000 shares of restricted
common stock. Except for the above-described compensation, it is not anticipated
that any  executive  officer of the  Company  will  receive any cash or non-cash
compensation for his or her services in all capacities to the Company until such
time  as the  Company  commences  business  operations.  At  such  time  as IMAG
commences  operations,  it is expected that the Board of Directors  will approve
the payment of salaries in a reasonable amount to each of its officers for their
services in the  positions.  At such time,  the Board of  Directors  may, in its
discretion,  approve the payment of additional cash or non-cash  compensation to
the foregoing for their services to the Company.

The Company does not provide officers with pension,  stock appreciation  rights,
long-term  incentive or other plans but has the intention of  implementing  such
plans in the future.


                                       20
<PAGE>



Compensation of Directors

The Company has no standard  arrangements  for compensating the directors of the
Company for their attendance at meetings of the Board of Directors.

Item 11. Security Ownership of Certain Beneficial Owners and Managers

The following table sets forth  information as of October 31, 2002 regarding the
ownership of the Company's common stock by each shareholder known by the Company
to be the beneficial  owner of more than five percent of its outstanding  shares
of common stock,  each  director and all  executive  officers and directors as a
group. Except as otherwise  indicated,  each of the shareholders has sole voting
and  investment  power with respect to the shares of common  stock  beneficially
owned.


                                            Amount
Name and Address of                       Beneficially          Percent of
Beneficial Owner                            Owned               Class (1)
 ----------------                           -----                --------
Mr. William H. Ragsdale(2)(3)             6,000,000               82.9%
1506 Briarhill Lane NE
Atlanta, GA

All Executive Officers and Directors      6,000,000               82.9%
as a Group (one person)
-------------------

(1)  Based  upon  7,240,000  shares of the  Company's  Common  Stock  issued and
     outstanding as of October 31, 2002.
(2)  Sole Executive officer of the Company.
(3)  Sole Member of the Board of Directors of the Company.

Item 12. Certain Relationships and Related Transactions:

None.


                                       21
<PAGE>



Item 13. Exhibits and Reports on Form 8-K.

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

<TABLE>
<CAPTION>
Item 1.           Index to Exhibits
------------      -----------------------------------
<S>      <C>      <C>
3(i).1   [1]      Articles of Incorporation of ImagineNet Corp.  filed November 24, 1998.

3(ii).1  [1]      Bylaws.

3.3      [2]      Form of Stock Certificate.

3.4      [2]      Subscription Agreement and Power of Attorney (attached to the Prospectus as
                  Exhibit A).

5.1      [2]      Opinion of Counsel as to the legality of the Shares.

10.1     [3]      Escrow Agreement between the Company and Duncan, Blum & Associates.

99.1      *       Sarbanes-Oxley Certification by Chief Executive Officer.

99.2      *       Sarbanes-Oxley Certification by Chief Financial Officer.
---------------------------------
</TABLE>

[1]  Previously  filed with the  Company's  Registration  Statement on Form 10SB
     filed January 14, 2000.
[2]  Previously  filed with the  Company's  Registration  Statement on Form SB-1
     filed November 21, 2000.
[3]  Previously filed with the Company's amended Registration  Statement on Form
     SB-1 filed October 11, 2001.

     (b) No Reports on Form 8-K were filed during the fiscal year ended  October
31, 2002, covered by this Annual Report on Form 10-KSB.


                                       22
<PAGE>



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                ImagineNet Corp.
                               ------------------
                                  (Registrant)



Date: January 14, 2003      By: /s/ William H. Ragsdale
                              --------------------------------------------------
                              William H. Ragsdale,  President, Secretary,
                              Chief Executive Officer and Director


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.



    Date                   Signature                     Title
     ----                    ---------                   -----

January 14, 2003          By:/s/ William H. Ragsdale
                           ---------------------------
                           William H. Ragsdale           President, Secretary,
                                                         Chief Executive Officer
                                                         & Director


                                       23
<PAGE>


                                  CERTIFICATION

I, William H. Ragsdale, certify that:

1. I have reviewed this annual report on Form 10-KSB of ImagineNet Corp.

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report.

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d- 14) for the registrant and have:

     A) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

     B) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "evaluation date"); and

     C) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
evaluation date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     A) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     B) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls.

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: January 14, 2003



/s/ William H. Ragsdale
-----------------------------------------
William H. Ragsdale
Chief Executive Officer (or equivalent)


                                       24
<PAGE>


                                  CERTIFICATION

I, William H. Ragsdale, certify that:

1. I have reviewed this annual report on form 10-KSB of ImagineNet Corp.

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report.

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
exchange act rules 13a-14 and 15d- 14) for the registrant and have:

     A) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this annual report is being prepared;

     B) evaluated the effectiveness of the registrant's  disclosure controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "evaluation date"); and

     C) presented in this annual report our conclusions  about the effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
evaluation date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     A) all  significant  deficiencies  in the design or  operation  of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

     B) any fraud,  whether or not material,  that involves  management or other
employees who have a significant role in the registrant's internal controls.

6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: January 14, 2003

                                    /s/ William H. Ragsdale
                                    -----------------------------------------
                                    William H. Ragsdale
                                    Chief Executive Officer (or equivalent)


                                       25