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, 2000

[_]  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., Suite 160
West Palm Beach, FL 33401                                         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, $.0001 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. $0.00

     Of the  7,240,000  shares  of voting  stock of the  registrant  issued  and
outstanding as of January 10, 2000, 1,240,000 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.












<PAGE>



               SUMMARY TABLE OF CONTENTS SUMMARY TABLE OF CONTENTS

PART I


Item 1.  Description of Business.

Item 2.  Description of Property.

Item 3.  Legal Proceedings.

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


PART II

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

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

Item 7.  Financial Statements.

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

PART III

Item 9.  Directors,   Executive   Officers,   Promoters  and  Control  Persons;
         Compliance with Section 16(a) of the Exchange Act.

Item 10. Executive Compensation.

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

Item 12. Certain Relationships and Related Transactions.

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







<PAGE>



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,  Suite 160, West Palm Beach, FL 33401 and its telephone  number is (561)
832-5696.

         The Company  generally has been inactive,  having conducted no business
operations  except   organizational   and  fund  raising  activities  since  its
inception.  IMAG  initially  distributed  to Mr.  William H. Ragsdale a total of
6,000,000  shares  of common  stock,  $0.001  par value per share ( the  "Common
Stock).  These  founders  shares  were issued  pursuant  to Section  4(2) of the
Securities Act of 1933 (the "Act"). From November, 1998, through April 1999 IMAG
received gross proceeds of $50,000 from the sale of a total of 1,240,000  shares
of common  stock (the  "Common  Stock"),  in an offering  conducted  pursuant to
Section 3(b) of the Act, and Rule 504 of  Regulation  D  promulgated  thereunder
("Rule 504"). These offerings were made in the State of Georgia and Florida.

         There are no  preliminary  agreements  or  understandings  between  the
Company and its sole  executive  officer and director or  affiliates  or lending
institutions with respect to any loan agreements or arrangements.

         The Company undertook its first public offering of a minimum of 100,000
to a  maximum  of  2,240,000  of  Common  Stock  pursuant  to Rule 415 under the
Securities Act of 1933 on November 21, 2000. An SB-1 Registration  Statement was
filed with the SEC in  accordance  with the '33 Act and which has not yet become
effective.  The  proceeds of the offering are expected to be used to finance the
expansion of the Company's operations as well as for general business purposes.

         (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.  At present,  our company  offices are located at: 222 Lakeview
Avenue - Suite 160, West Palm Beach, Florida 33401, (561) 832-5696.

        We will endeavor to provide,  through the burgeoning  global  e-commerce
distribution  network,  an 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 and fund-raising
activities since inception.



<PAGE>



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
concurrently (i) intend to set up our office,  including  purchasing  additional
equipment;  establishing  strategic  connections  within the music and wholesale
musical  instrument  communities;  design  and  initial  implementation  of  our
website;  and  marketing,  fund-raising  activities;  and  (ii)  will  set  up a
comprehensive  website  which  will  allow  customers  to  select  and  purchase
instruments  online at a  substantially  lower  cost  than  would be the case if
purchased in a traditional  music store.  The instruments  would then be shipped
directly to the client.

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,   customer
service-oriented  website  from which to sell  musical  instruments  and related
musical devices through the Internet.  Our initial  marketing plans are designed
to quickly solicit and retain a strong, substantial client base. The development
of a user-  friendly,  well  designed,  website to  showcase  our  products  and
services is essential to the success of our business  endeavors.  We believe our
approach  will  allow  us to  quickly  penetrate  the  market,  gain  brand-name
recognition  and develop an  inventory  of musical  instruments  appropriate  to
demand.  Although Mr. Ragsdale does not currently have any experience  marketing
musical  instruments,  he is an  accomplished  musician and is well-known  among
musicians in the Atlanta area. Mr. Ragsdale believes he can leverage his network
of contacts, coupled with his marketing capability,  into an attractive business
opportunity. Nonetheless, we will initially be dependent upon him and his unique
musical  expertise  to establish  strategic  alliances  with musical  instrument
suppliers  and shippers  while  developing a customer  base of  individuals  and
institutions, including schools.

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.

 e-Commerce  Strategy.

        Instead,  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.  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,  with minimum JPEG  graphics and without
the usage of any GIF or related moving graphics.




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         Our  objective  is  simple:  to permit  retail and  wholesale  business
viewers to quickly  open the home page,  to get down to business and to 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 web-sites, to
facilitate navigation by both retail and corporate users. The link selections on
the home  page will be  limited  to only few major  categories  (e.g.,  "Company
Information," "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 the 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 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 the visitor to
listen.

         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.  Any successful hacking against
us which results in shutting down the 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  accessability  and  visibility  in the search engine  listings,  we will
employ available services to manually submit the listing on the search engines,


<PAGE>



wherever  possible  once a month,  and to enter  the  submission  under  several
relevant key categories to enhance hits.

Web Site Improvement.

        We also  expect  to  budget  some of the  funds  to  improvement  of our
website. Some of these improvements may include:

         Web Site 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.  The overall  video  length will most likely be  increased,
along with better quality video scripting and productions.

         Initial Revenue Sources.  Upon completion and the successful  launch of
our first  website,  we expect to derive  revenues from  worldwide  sales of our
offered musical  instruments and from corporate  advertisements  of services and
products from various musical instrument manufacturers.

         Corporate  Advertisement  Sale. We expect to generate additional income
by selling a limited  number of ad spaces on our  website to musical  instrument
financing firms and to  manufacturers.  There can be no assurance of our ability
to generate income in this manner.

         Competition.  In terms of Internet marketing,  we believe we are unique
in our approach as a musical instrument focused e-commerce marketer and thus may
experience minimal competition,  at least initially.  However, e-commerce on the
Internet is a fast growing  sector with new entries into the market  almost on a
daily basis. We recognize that we will, in due course, face ample competition in
this market.

Financial Services Offered

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

        We are  presently  in  discussions  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.  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,


<PAGE>



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  (where he may
otherwise  have none) 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
          *    Health benefits.

Facilities

         Initially, we will operate out of the Lakeview avenue offices  provided
by  Mr.  Ragsdale.   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


<PAGE>



regulations.

Current Employees and Proposed Staffing

          *    Currently Minimal Employees; No Monetary Compensation

         We believe Mr. Ragsdale's  creativity and  salesmanship,  when combined
with his musical  interests and employment of an Internet  e-commerce  marketing
and distribution  alternative,  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
the day-to-day affairs of the Company 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.

          *    Proposed Additional Personnel

         It is expected that additional  personnel will be employed to assist in
operations and financial management. We have also identified several people that
are  candidates  for key positions  within the  organization.  We have discussed
opportunities with some of these individuals and intend to actively recruit them
upon  achieving  adequate  funding.   We  recognize  that  their  expertise  and
experience is essential to the success of our business.  In addition,  we intend
to also continue to expand our business and finance advisors.

         It is generally  anticipated that any future employees will devote full
time to the company. 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,
Suite  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.


<PAGE>



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, 2000, 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 January 10, 2000,  the Company had 28  shareholders  of record of
its 7,240,000 outstanding shares of Common Stock.

     (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 it becomes
eligible for quotation with NASD.


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

Plan of Operations

        Since  inception,  we have conducted no business  operations  except for
organizational  and  capital-raising  activities.  For the period from inception
through July 31, 2000, we have had no revenue from  operations  and  accumulated
operating expenses amounted to $19,487.  We propose to aggressively sell musical
instruments and related devices to the public via the Internet.

        If we are unable to  generate  sufficient  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.  Depending upon the amount of revenue  generated  and/or whether only
the minimum  offering is achieved by our Form SB-1  Registration  Statement,  we
believe we will be able to satisfy our cash  requirements for the next 12 months
without  raising  additional  funds  via debt or third  party  funding  sources.



<PAGE>



Nonetheless,  we expect we will need to raise additional funds within the next 6
months, if only a minimal amount of revenue is generated through operations.

        Initially,  Mr.  Ragsdale will be solely  responsible for developing our
business.  However,  when  sufficient  capital becomes  available,  we expect to
employ additional  staffing.  In addition,  we expect to continuously  engage in
market  research  in order to  monitor  new  market  trends  and other  critical
information deemed relevant to our business.

Financial Condition, Capital Resources and Liquidity

         At October  31,  2000,  the  Company  had assets  totaling  $37,085 and
liabilities of $572. Since the Company's  inception,  it has received $50,000 in
cash contributed as consideration for the issuance of shares of Common Stock.

         IMAG's  working  capital  is  presently  $36,513  and  there  can be no
assurance that the Company's  financial  condition will improve.  The Company is
expected  to  continue  to have  minimal  working  capital or a working  capital
deficit as a result of current  liabilities.  The Company, at inception,  issued
6,000,000  shares  of the  Company's  Common  Stock  to Mr.  Ragsdale,  the sole
executive officer and director of IMAG, as founders shares. From October through
December,  1998 IMAG received gross proceeds of $50,000 from the sale of a total
of  1,240,000  shares of common  stock,  $.01 per value per share  (the  "Common
Stock"),  in an  offering  conducted  pursuant  to Section  3(b) of the Act,  as
amended (the "Act"), and Rule 504 of Regulation D promulgated thereunder.  These
offerings were made in the State of Georgia and Florida.  Even though management
believes,  without assurance,  that it will obtain sufficient capital with which
to implement its business plan on a limited  scale,  the Company is not expected
to continue  in  operation  without an  infusion of capital.  In order to obtain
additional equity  financing,  management may be required to dilute the interest
of existing  shareholders or forego a substantial  interest of its revenues,  if
any.

         To implement such plan, the Company undertook its first public offering
of a  minimum  of  100,000  to a maximum  of  2,240,000  shares of Common  Stock
pursuant to Rule 415 under the  Securities  Act of 1933 on November 21, 2000. An
SB-1  Registration  Statement was filed with the SEC in accordance  with the '33
Act and which has not yet become  effective.  The  proceeds of the  offering are
expected to be used to finance the expansion of the Company's operations as well
as for general business purposes.  In the event the Company is not successful in
raising such funds,  the Company  believes  that it will not be able to continue
operations past a period of nine(9) to twelve(12) months.

         The Company has no potential capital resources from any outside sources
at the current time. In its initial  phase,  the Company will operate out of the
facility provided by Mr. Ragsdale.  In the event the Company requires additional
capital  during this phase,  Mr.  Ragsdale has  committed to fund the  operation
until such time as additional capital is available. The Company believes that it
will require two (2) to three (3) months in order to determine the market demand
potential.

         The ability of the Company to continue as a going  concern is dependent
upon its ability to obtain a sufficiently  large and  profitable  client base to
purchase its products.





<PAGE>



Net Operating Losses

         The Company has net operating loss carry-forwards of $5,600 and $13,900
expiring  at October 31,  2020 and 2019  respectively.  The company has a $2,900
deferred  tax asset  resulting  from the loss  carry-forwards,  for which it has
established a 100% valuation  allowance.  Until the Company's current operations
begin to produce  earnings,  it is unclear as to the  ability of the  Company to
utilize such carry-forwards.

        Our ability to continue as a going concern is dependent upon our ability
to attract an adequate number of Internet customers.

Recent Accounting Pronouncements

        We are aware of all recently issued  accounting  statements which impact
on our financial  statements  for the period from November 24, 1998  (inception)
through July 31, 2000.

Year 2000 Compliance

         The Company's information Technology for Year 2000 is currently in full
compliance.  The Company  does not  anticipate  any material  disruption  in its
operations  as a result  of any  failure  by the  Company's  suppliers  to be in
compliance.

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  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.  The Company assumes no
obligations to update any such forward-looking statements.

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.,


<PAGE>



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















<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, 2000, and the related statements
of operations,  stockholders' equity and cash flows for the period from November
24, 1998 (Inception)  through October 31, 2000.  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,  2000 and the  results of its  operations  and its cash flows for the period
from November 24, 1998 (Inception)  through October 31, 2000, in conformity with
generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
financial  statements,  the Company has experienced a loss since inception.  The
Company's financial position and operating results raise substantial doubt about
its  ability to  continue as a going  concern.  Management's  plans in regard to
these  matters are also  described in Note 5. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.





                                                /s/Durland & Company, CPAs, P.A.
                                                   Durland & Company, CPAs, P.A.
Palm Beach, Florida
December 21, 2000


                                       F-2

<PAGE>





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




                                                             October 31, 2000      October 31, 1999
                                                           -------------------- ----------------------
<S>                                                        <C>                  <C>
                                 ASSETS
CURRENT ASSETS
  Cash                                                     $             37,085 $               49,696
                                                           -------------------- ----------------------

          Total current assets                                           37,085                 49,696
                                                           -------------------- ----------------------

Total Assets                                               $             37,085 $               49,696
                                                           ==================== ======================

                  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable
     Trade                                                 $                572 $                4,812
     Related party                                                            0                  2,764
                                                           -------------------- ----------------------

          Total current liabilities                                         572                  7,576
                                                           -------------------- ----------------------

Total Liabilities                                                           572                  7,576
                                                           -------------------- ----------------------

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; 7,240,000 issued and outstanding                  7,240                  7,240
  Additional paid-in capital                                             48,760                 48,760
  Deficit accumulated during the development stage                      (19,487)               (13,880)
                                                           -------------------- ----------------------

          Total stockholders' equity                                     36,513                 42,120
                                                           -------------------- ----------------------

Total Liabilities and  Stockholders' Equity                $             37,085 $               49,696
                                                           ==================== ======================
</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                  From
                                                                          November 24, 1998     November 24, 1998
                                                        Year Ended           (Inception)           (Inception)
                                                       October 31,            through                through
                                                           2000           October 31, 1999      October 31, 2000
                                                    ------------------ ---------------------- ---------------------
<S>                                                 <C>                <C>                    <C>
Revenues                                            $                0 $                    0 $                   0
                                                    ------------------ ---------------------- ---------------------

General and administrative expenses                              4,372                  5,116                 9,487
Legal fees - related party                                       1,236                  2,764                 4,000
Services - related party                                             0                  6,000                 6,000
                                                    ------------------ ---------------------- ---------------------

   Total expenses                                                5,608                 13,880                19,487
                                                    ------------------ ---------------------- ---------------------

Net loss                                            $           (5,608)$              (13,880)$             (19,487)
                                                    ================== ====================== =====================

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

Number of weighted average common shares
outstanding                                                  7,240,000              6,870,088
                                                    ================== ======================
</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)
                                         ------------- -------------- --------------- ---------------- ---------------

ENDING BALANCE, October 31, 2000             7,240,000 $        7,240 $        48,760 $        (19,487)$        36,513
                                         ============= ============== =============== ================ ===============
</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                   From
                                                                                 November 24, 1998      November 24, 1998
                                                              Year Ended            (Inception)            (Inception)
                                                              October 31,             through                through
                                                                 2000            October 31, 1999       October 31, 2000
                                                           -----------------   ---------------------  ---------------------
<S>                                                        <C>                  <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                   $         (5,608)    $           (13,880)  $            (19,487)
Adjustments to reconcile net loss to net cash used by
operating activities:
  Stock issued for services                                               0                   6,000                  6,000
Changes in operating assets and liabilities
  Increase (decrease) in accounts payable - trade                    (4,239)                  4,812                    572
  Increase (decrease) in accounts payable - related party            (2,764)                  2,764                      0
                                                           -----------------   ---------------------  ---------------------

Net cash used by operating activities                                (12,611)                   (304)               (12,915)
                                                           -----------------   ---------------------  ---------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                     0                  50,000                 50,000
                                                           -----------------   ---------------------  ---------------------

Net cash provided by financing activities                                  0                  50,000                 50,000
                                                           -----------------   ---------------------  ---------------------

Net increase (decrease) in cash                                      (12,611)                 49,696                 37,085
                                                           -----------------   ---------------------  ---------------------

CASH, beginning of period                                             49,696                       0                      0
                                                           -----------------   ---------------------  ---------------------

CASH, end of period                                        $          37,085    $             49,696  $              37,085
                                                           =================   =====================  =====================
</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 generally accepted accounting principles.  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 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.

         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  generally   accepted   accounting
         principles and have been charged to operations.

(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
         October  31,  2000.  The  Company  had  issued  none of its  shares  of
         preferred  stock at October 31, 2000. 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.

(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  $5,600 and
         $13,900 expiring at October 31, 2020 and 2019, respectively. The amount
         recorded as deferred tax asset as of October 31, 2000 is  approximately
         $2,900,  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.






                                       F-7

<PAGE>



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


(4) Related Parties See Note (2) for shares issued for services.

         During the period since inception ended October 31,2000,  a shareholder
         and general  counsel for the Company  performed  legal  services in the
         amount of $4,000 on behalf of the Company.

(5)      Going Concern The accompanying  financial statements have been prepared
         assuming  that  the  Company  will  continue  as a going  concern.  The
         Company's  financial  position and operating  results raise substantial
         doubt about the Company's  ability to continue as a going  concern,  as
         reflected by the net loss of $19,500 accumulated from November 24, 1998
         (Inception)  through  October 31,  2000.  The ability of the Company to
         continue as a going concern is dependent  upon  commencing  operations,
         developing sales and obtaining  additional  capital and financing.  The
         financial  statements  do not  include  any  adjustments  that might be
         necessary if the Company is unable to continue as a going concern.  The
         Company is currently  seeking  additional  capital to allow it to begin
         its planned operations.




                                       F-7

<PAGE>



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

         Because the Company has been generally inactive since its inception, it
has had no  independent  accountant  until the  retention  in  November  1998 of
Durland & Company CPA's P.A.,  232A Royal Palm Way, Palm Beach,  Florida  33480.
There has been no change in the  Company's  independent  accountant  during  the
period commencing with the Company's retention of Durland & Company CPA's, P.A.,
through the date hereof.


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

William H. Ragsdale, President and Director

         Mr. William H. Ragsdale is the Company's sole officer and  director and
is the Company's driving force. He is a graduate of Oxford with an Associates of
Arts  Degree,  and from Emory  University  with a Bachelor of Arts  Degree.  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. This
familiarity  with  musicians  and  musical   instruments  is  the  training  and
experience  brought to the  business.  Mr.  Ragsdale does not have any marketing
experience with musical instruments.  The Company believes Mr. Ragsdale's unique
creative  skills,  his special  appreciation  of music and extensive  networking
ability in the music field will  expose it 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(4)  29        President, Chief Executive Officer,
1506 Briarhill Lane NE                Secretary, Treasurer  &  Director
Atlanta, GA 30324

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

         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.


<PAGE>





         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.

Business Experience

         William H. Ragsdale is the  Company's  sole officer and director and is
the Company's  driving  force.  He is a graduate of Oxford with an Associates of
Arts  Degree,  and from Emory  University  with a Bachelor of Arts  Degree.  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. This
familiarity  with  musicians  and  musical   instruments  is  the  training  and
experience  brought to the  business.  Mr.  Ragsdale does not have any marketing
experience with musical instruments.  The Company believes Mr. Ragsdale's unique
creative  skills,  his special  appreciation  of music and extensive  networking
ability in the music field will  expose it to many  business  opportunities  and
sales.

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. Mintmire 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, 2000.

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


<PAGE>



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.

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 January  10,  2000
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 per cent 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 (two persons)
-------------------

(1)  Based  upon  7,240,000  shares of the  Company's  Common  Stock  issued and
     outstanding as of January 10, 2000.
(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:

         On November 24, 1998, the Company issued 6,000,000 shares of restricted
Common  Stock to Mr.  William H.  Ragsdale,  the  President  and Director of the
Company and record and beneficial owner of approximately  82.9% of the Company's
outstanding  Common Stock, in consideration and exchange  therefore for services
in connection with the organization of IMAG performed for the Company by him.

         At the  current  time,  the  Company  has no  provision  to  issue  any
additional securities to management, promoters or their respective affiliates or
associates.



<PAGE>



Part III

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

3(ii).1        Bylaws (1)

3.3            Form of Stock Certificate (2)

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

5.1            Opinion of Counsel as to the legality of the Shares. (2)

23.1           Consent of Counsel (Duncan, Blum & Associates). (2)

23.2           Independent Auditors Consent to the incorporation by reference of financial
               statements of the company as of September 30, 2000 in Form SB-1. (2)
---------------------------------
</TABLE>

(1)  Incorporated  herein by  reference  to the  Registration  Statement on Form
     10-SB  of  ImagineNet  Corp.,(File  No.  0-28907),   filed  with  the  U.S.
     Securities and Exchange Commission.

(2)  Incorporated herein by reference to the Registration Statement on Form SB-1
     of ImagineNet Corp.  Corp.(Registration No. 333-50378), filed with the U.S.
     Securities and Exchange Commission.




     (b)  No Reports on Form 8-K were filed during the fiscal year ended October
          31, 2000, covered by this Annual Report on Form 10-KSB.





<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 18, 2000         By: /s/  William H.  Ragsdale
                                    -------------------------------------
                                  William H. Ragsdale,  President

     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 18, 2000  By: /s/ William H.  Ragsdale
                     ----------------------------
                  William H. Ragsdale              President, Chief
                                                   Executive Officer, Secretary,
                                                   Treasurer & Director