FORM 10-KSB
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X] ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
    1934 For the fiscal year ended: December 31, 2001


                        Commission file number 000-32341

                                  QUIXIT, INC.
                               -------------------
                 (Name of small business issuer in its charter)

        Colorado                                    84-1485082
        --------                                    ----------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                      7609 Ralston Road, Arvada, CO 80002
                    ----------------------------------------
                    (Address of principal executive offices)

                   Issuer's telephone number: (303) 422-8127
                                              --------------
Securities registered under Section 12(b) of the Exchange Act: None
                                                               -----

Securities registered under Section 12(g) of the Exchange Act: Common Stock,
no par value

(Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period  that the issuer was  required  to file such  reports),  and (2) has been
subject to such filing requirements for the past 90 days.

        Yes       No   X
           ----       ----

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 issuer'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

As of December 31, 2001,  500,000 shares of the Company's  Common Stock,  no par
value per share, were held by non-affiliates. There was no active trading market
for the Company's Common Stock at December 31, 2001.

The  number  of  shares  of Common  Stock of the  registrant  outstanding  as of
December 31, 2001, were 5,000,000. Documents incorporated by reference. None



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                                TABLE OF CONTENTS

PART I                                                                     PAGE

     Item 1.   Description of Business                                         1
     Item 2.   Description of Property                                         9
     Item 3.   Legal Proceedings                                               9
     Item 4.   Submission of Matters to a Vote of Security Holders             9


PART II

     Item 5.   Market for Common Equity and Related Stockholder Matters        9
     Item 6.   Management's Discussion and Analysis or Plan of Operation      11
     Item 7.   Financial Statements                                           13
     Item 8.   Changes in and Disagreements With Accountants on Accounting    13
               and Financial Disclosure


PART III

     Item 9.   Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act              13
     Item 10.  Executive Compensation                                         15
     Item 11.  Security Ownership of Certain Beneficial Owners and Management 15
     Item 12.  Certain Relationships and Related Transactions                 16
     Item 13.  Exhibits and Reports on Form 8-K                               17


SIGNATURES                                                                    18




<PAGE>


PART I

Item 1 - Description of Business

Background

     The Company was  incorporated on May 15, 1997,  under the laws of the state
of  Colorado  as a wholly  owned  subsidiary  of  Ximedix,  Inc.  Ximedix,  Inc.
transferred  the  exclusive  rights  and  related  assets  to the  patented  and
copyrighted IV Safe-Trace line of products for the organization,  identification
and control of fluid drug administration procedures in hospital settings as well
as a computer software development  project,  identified as the MediQ Medication
Error  Quality  Improvement  System.  Effective  July  1,  1998,  Ximedix,  Inc,
"spun-off" the Quixit,  Inc.  subsidiary to the Ximedix,  Inc.  shareholders  of
record as of June 30, 1998.  The Company sold the IV Safe-Trace  System  product
rights,  assets,  customer and vendor lists and certain  liabilities  to a newly
formed corporation  (MedShield  Corporation) and the MediQ Software  development
assets and certain  liabilities  to TeleMedix  International,  LTD. on March 25,
1999 for assumption of debt.  Essentially all expenditures and expenses incurred
in 1997, 1998 and through the 1st Quarter of 1999 were directly  attributable to
the development of the MediQ Computer Software System.


General Business Plan

        The Company's purpose is to seek, investigate and, if such investigation
warrants,  acquire an  interest  in business  opportunities  presented  to it by
persons  or firms who or which  desire  to seek the  perceived  advantages  of a
corporation  which is registered under the Securities  Exchange Act of 1934 (the
oExchange  Acto).  The  Company  will not  restrict  its search to any  specific
business, industry or geographical location and the Company may participate in a

                                      -1-

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business  venture  of  virtually  any kind or  nature.  This  discussion  of the
proposed business is purposefully  general and is not meant to be restrictive of
the  Company's  virtually  unlimited  discretion  to search  for and enter  into
potential business opportunities.  Management anticipates that it may be able to
participate  in only one  potential  business  venture  because  the Company has
nominal assets and limited financial resources. See "Financial Statements." This
lack of diversification  should be considered a substantial risk to shareholders
of the Company because it will not permit the Company to offset potential losses
from one venture against gains from another.

        The Company may seek a business  opportunity  with  entities  which have
recently commenced  operations,  or which wish to utilize the public marketplace
in order to raise  additional  capital in order to expand  into new  products or
markets,  to develop a new product or service or for other  corporate  purposes.
The  Company may  acquire  assets and  establish  wholly-owned  subsidiaries  in
various businesses or acquire existing businesses as subsidiaries.

        The Company anticipates that the selection of a business  opportunity in
which to  participate  will be  complex  and  extremely  risky.  Due to  general
economic conditions,  rapid technological advances being made in some industries
and shortages of available capital,  management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation.  Such
perceived  benefits may include  facilitating  or  improving  the terms on which
additional  equity  financing may be sought,  providing  liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable  statutes) for all shareholders and other factors.
Potentially,  available  business  opportunities  may  occur  in many  different
industries and at various stages of development, all of which will make the task
of  comparative  investigation  and  analysis  of  such  business  opportunities
extremely difficult and complex.

        The Company  has,  and will  continue to have,  no capital with which to
provide the owners of business  opportunities with any significant cash or other
assets.  However,  management  believes  that the Company  will be able to offer
owners of  acquisition  candidates  the  opportunity  to  acquire a  controlling
ownership  interest in a publicly  registered company without incurring the cost
and time  required  to  conduct an initial  public  offering.  The owners of the
business  opportunities  will,  however,  incur significant legal and accounting
costs in connection  with the acquisition of a business  opportunity,  including
the costs of  preparing  Form 8-Ks,  10-Qs or  10-KSBs,  agreements  and related
reports and documents. The Exchange Act specifically requires that any merger or
acquisition candidate comply with all applicable reporting  requirements,  which
include  providing  audited  financial  statements  to be  included  within  the
numerous filings relevant to complying with the Exchange Act. Nevertheless,  the
officers and directors of the Company have not conducted market research and are
not aware of  statistical  data which would support the perceived  benefits of a
merger or acquisition transaction for the owners of a business opportunity.

        The analysis of new business  opportunities  will be  undertaken  by, or
under the  supervision  of, the officers and  directors of the Company,  none of
whom is a professional  business analyst.  Management  intends to concentrate on
identifying  preliminary prospective business opportunities which may be brought
to its attention  through  present  associations  of the Company's  officers and
directors, or by the Company's  shareholders.  In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial  and  managerial  resources;   working  capital  and  other  financial
requirements; history of operations, if any; prospects for the future; nature of
present and  expected  competition;  the quality and  experience  of  management
services which may be available and the depth of that management;  the potential
for further research, development or exploration;  specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed  activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition or acceptance of products,  services or trades;
name identification;  and other relevant factors.  Officers and directors of the
Company will meet  personally  with management and key personnel of the business
opportunity as part of their investigation.  To the extent possible, the Company

                                      -2-

<PAGE>

intends to utilize  written reports and personal  investigation  to evaluate the
above factors.  The Company will not acquire or merge with any company for which
audited  financial  statements  cannot be obtained within a reasonable period of
time after closing of the proposed transaction.

        Management of the Company,  while not especially  experienced in matters
relating to the new business of the  Company,  shall rely upon their own efforts
and, to a much lesser  extent,  the efforts of the  Company's  shareholders,  in
accomplishing the business  purposes of the Company.  It is not anticipated that
any outside consultants or advisors,  other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its business purposes
described herein. However, if the Company does retain such an outside consultant
or  advisor,  any cash fee  earned  by such  party  will  need to be paid by the
prospective merger/acquisition candidate, as the Company has no cash assets with
which to pay such  obligation.  There have been no contracts or agreements  with
any outside consultants and none are anticipated in the future.

        The Company will not restrict its search to any specific  kind of firms,
but may acquire a venture  which is in its  preliminary  or  development  stage,
which is  already  in  operation  or which is in  essentially  any  stage of its
corporate  life.  It is  impossible  to  predict  at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded or may
seek other perceived advantages which the Company may offer.

        It is  anticipated  that the Company will incur nominal  expenses in the
implementation of its business plan described herein. Because the Company has no
capital with which to pay these anticipated expenses,  present management of the
Company will pay these charges with their personal funds, as interest free loans
to the Company. However, the only opportunity which management has to have these
loans  repaid  will be  from a  prospective  merger  or  acquisition  candidate.
Management has agreed among  themselves  that the repayment of any loans made on
behalf of the Company will not impede,  or be made conditional in any manner, on
consummation of a proposed transaction.

Acquisition of Opportunities

        In implementing a structure for a particular business  acquisition,  the
Company  may become a party to a merger,  consolidation,  reorganization,  joint
venture or licensing  agreement with another  corporation or entity. It may also
acquire  stock or assets  of an  existing  business.  On the  consummation  of a
transaction,  it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition,  the Company's
directors may, as part of the terms of the acquisition  transaction,  resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell  their  stock in the  Company.  Any and all such sales will only be made in
compliance  with the  securities  laws of the United  States and any  applicable
state.

        It is anticipated that any securities issued in any such  reorganization
would be issued in reliance upon exemption from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction,  the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter.  If such registration  occurs, of which there can be
no assurance,  it will be  undertaken by the surviving  entity after the Company
has  successfully  consummated  a merger or  acquisition  and the  Company is no
longer considered a "shell" company. Until such time as this occurs, the Company

                                      -3-

<PAGE>

will not  attempt  to  register  any  additional  securities.  The  issuance  of
substantial  additional  securities  and their  potential  sale into any trading
market  which may  develop in the  Company's  securities  may have a  depressive
effect on the value of the Company's  securities in the future, if such a market
develops, of which there is no assurance.

        While the actual  terms of a  transaction  to which the Company may be a
party cannot be  predicted,  it may be expected that the parties to the business
transaction  will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order to
obtain tax-free  treatment under the Code, it may be necessary for the owners of
the acquired  business to own 80% or more of the voting  stock of the  surviving
entity.  In such event,  the  shareholders of the Company would retain less than
20% of the issued and outstanding  shares of the surviving  entity,  which would
result in significant dilution in the equity of such shareholders.

        As part of the  Company's  investigation,  officers and directors of the
Company will meet personally  with  management and key personnel,  may visit and
inspect  material  facilities,  obtain  independent  analysis or verification of
certain information  provided,  check references of management and key personnel
and take other reasonable investigative measures, to the extent of the Company's
limited financial  resources and management  expertise.  The manner in which the
Company  participates  in an  opportunity  will  depend  on  the  nature  of the
opportunity,  the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative  negotiation  strength of the
Company and such other management.

        With  respect to any merger or  acquisition,  negotiations  with  target
company  management are expected to focus on the percentage of the Company which
target  company  shareholders  would  acquire  in  exchange  for  all  of  their
shareholdings  in the target company.  Depending upon,  among other things,  the
target company's assets and liabilities,  the Company's shareholders will in all
likelihood  hold a substantially  lesser  percentage  ownership  interest in the
Company  following any merger or  acquisition.  The percentage  ownership may be
subject to  significant  reduction  in the event the  Company  acquires a target
company  with  substantial  assets.  Any merger or  acquisition  effected by the
Company can be expected to have a significant  dilutive effect on the percentage
of shares held by the  Company's  then-shareholders.  If required to so do under
relevant  law,  management  of the Company will seek  shareholder  approval of a
proposed merger or acquisition  via a Proxy  Statement.  However,  such approval
would be assured where management  supports such a business  transaction because
management  presently controls  sufficient shares of the Company to effectuate a
positive vote on the proposed  transaction.  Further, a prospective  transaction
may be  structured  so that  shareholder  approval is not  required,  and such a
transaction  may be  effectuated by the Board of Directors  without  shareholder
approval.

        The  Company will participate  in a  business   opportunity  only  after
the negotiation and execution of appropriate  written  agreements.  Although the
terms of such  agreements  cannot be predicted,  generally such  agreements will
require  some  specific  representations  and  warranties  by all of the parties
thereto,  will  specify  certain  events of  default,  will  detail the terms of
closing and the conditions  which must be satisfied by each of the parties prior
to and after such closing,  will outline the manner of bearing costs,  including
costs associated with the Company's  attorneys and  accountants,  will set forth
remedies on default and will include miscellaneous other terms.


                                      -4-

<PAGE>


        As stated  hereinabove,  the Company  will not acquire or merge with any
entity which cannot provide  independent  audited financial  statements within a
reasonable period of time after closing of the proposed transaction. The Company
is subject to all of the  reporting  requirements  included in the Exchange Act.
Included in these  requirements is the  affirmative  duty of the Company to file
independent  audited  financial  statements  as part of its Form 8-K to be filed
with the Securities and Exchange  Commission  upon  consummation  of a merger or
acquisition,  as well as the Company's audited financial  statements included in
its annual  report on Form  10-KSB (or 10-K,  as  applicable).  If such  audited
financial  statements  are not available at closing,  or within time  parameters
necessary  to insure  the  Company's  compliance  with the  requirements  of the
Exchange Act, or if the audited financial  statements provided do not conform to
the  representations  made  by the  candidate  to be  acquired  in  the  closing
documents, the closing documents will provide that the proposed transaction will
be voidable, at the discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision providing for
the  acquisition  entity to reimburse the Company for all costs  associated with
the proposed transaction.

Competition

        The Company  will remain an  insignificant  participant  among the firms
which  engage  in the  acquisition  of  business  opportunities.  There are many
established  venture  capital and financial  concerns  which have  significantly
greater  financial and personnel  resources  and  technical  expertise  than the
Company. In view of the Company's combined extremely limited financial resources
and  limited  management  availability,  the  Company  will  continue to be at a
significant competitive disadvantage compared to the Company's competitors.

Employees

     The Company has no full time employees. The Company's president, has agreed
to allocate a portion of their time to the  activities  of the Company,  without
compensation.  These officers  anticipate  that the business plan of the Company
can be  implemented by their  devoting  approximately  20 hours per month to the
business  affairs of the Company  and,  consequently,  conflicts of interest may
arise with respect to the limited time commitment by such officers.  See Item 9,
"Directors,  Executive Officers,  Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act."

Investment Company Act of 1940

        The Company may  participate in a business or opportunity by purchasing,
trading or selling the  securities of such business.  However,  the Company does
not intend to engage  primarily in such  activities.  Specifically,  the Company
intends  to  conduct  its  activities  so as to  avoid  being  classified  as an
"investment  company" under the Investment  Company Act of 1940 (the "Investment
Act"),   and  therefore   avoid   application  of  the  costly  and  restrictive
registration  and other  provisions of the  Investment  Act and the  regulations
promulgated thereunder.

        Section  3(a)  of the  Investment  Act  provides  the  definition  of an
"investment  company"  which includes an entity that engages or holds itself out
as being engaged primarily in the business of investing,  reinvesting or trading
in  securities,  or that  engages  or  proposes  to  engage in the  business  of
investing,  reinvesting,  owning,  holding  or trading  "investment  securities"
(defined as all  securities  other than  government  securities,  securities  of
majority-owned  subsidiaries  and certain other  securities)  the value of which
exceeds 40% of the value of its total assets (excluding  government  securities,
cash or cash items).  The Company  intends to implement  its business  plan in a
manner  that  will  result  in the  availability  of  this  exception  from  the
definition of "investment company."  Consequently,  the Company's  participation
in a  business  or  opportunity  through  the  purchase  and sale of  investment
securities will be limited.  In order to avoid  classification  as an investment
company,  the Company will search for,  analyze and acquire or  participate in a
business  opportunity by use of a method that does not involve the  acquisition,
ownership or holding of investment securities.

                                      -5-

<PAGE>


        The  Company's  plan of  business  may  involve  changes in its capital
structure,  management,  control and business,  especially  if it  consummates a
reorganization  as  discussed  above.  Each of these areas is  regulated  by the
Investment  Act,  which  regulation  has the  purported  purpose  of  protecting
purchasers of investment company securities. Since the Company will not register
as an investment company,  its shareholders will not be afforded these purported
protections.

        The Company intends to vigorously resist classification as an investment
company and to take advantage of any exemptions or exceptions  from  application
of the  Investment  Act,  which  allows an entity a one-time  option  during any
three-year period to claim an exemption as a otransiento investment company. The
necessity of asserting  any such  resistance,  or making any claim of exemption,
could be time-consuming  and costly,  or even prohibitive,  given the Company's
limited resources.

Certain Risks

        The Company's  business is subject to numerous  risk factors,  including
the following:

     Minimal  Operating  History or Revenue and Minimal Assets.  The Company has
had minimal operating history and no revenues or earnings from operations in the
past two years.  The Company has no significant  assets or financial  resources.
The  Company  will,  in  all  likelihood,  sustain  operating  expenses  without
corresponding   revenues,   at  least  until  the  consummation  of  a  business
combination. This may result in the Company incurring a net operating loss which
will  increase   continuously  until  the  Company  can  consummate  a  business
combination with a profitable business  opportunity.  There is no assurance that
the Company can  identify  such a business  opportunity  and  consummate  such a
business combination.

        Speculative Nature of Company's Proposed Operations.  The success of the
Company's  proposed  plan of  operation  will  depend  to a great  extent on the
operations,  financial  condition  and  management  of the  identified  business
opportunity.  While  management  intends to seek  business  combination(s)  with
entities having established operating histories,  there can be no assurance that
the Company will be successful in locating candidates meeting such criteria.  In
the event the Company completes a business combination, of which there can be no
assurance,  the  success  of the  Company's  operations  may be  dependent  upon
management  of the  successor  firm or venture  partner firm and numerous  other
factors beyond the Company's control.

        Scarcity of and Competition for Business Opportunities and Combinations.
The  Company is and will  continue  to be an  insignificant  participant  in the
business of seeking mergers with,  joint ventures with and acquisitions of small
private and public  entities.  A large number of established  and  well-financed
entities,   including   venture  capital  firms,   are  active  in  mergers  and
acquisitions  of companies  which may be  desirable  target  candidates  for the
Company.   Nearly  all  such  entities  have  significantly   greater  financial
resources, technical expertise and managerial capabilities than the Company and,
consequently,  the Company will be at a competitive  disadvantage in identifying
possible  business   opportunities   and  successfully   completing  a  business
combination.  Moreover,  the  Company  will also  compete in  seeking  merger or
acquisition candidates with numerous other small public companies.

        No Agreement for Business Combination or Other Transaction; No Standards
for  Business  Combination.  The  Company  has  no  arrangement,   agreement  or
understanding  with respect to engaging in a merger with,  joint venture with or
acquisition  of, a private or public entity.  There can be no assurance that the
Company will be successful  in  identifying  and  evaluating  suitable  business
opportunities  or in  concluding  a  business  combination.  Management  has not
identified any particular  industry or specific  business within an industry for
evaluation by the Company.  There is no assurance  that the Company will be able
to negotiate a business  combination  on terms  favorable  to the  Company.  The
Company  has not  established  a  specific  length  of  operating  history  or a

                                       -6-

<PAGE>

specified level of earnings,  assets,  net worth or other criteria which it will
require a target  business  opportunity to have achieved,  and without which the
Company would not consider a business combination in any form with such business
opportunity. Accordingly, the Company may enter into a business combination with
a business opportunity having no significant operating history,  losses, limited
or no  potential  for  earnings,  limited  assets,  negative  net worth or other
negative characteristics.

        Continued Management Control; Limited Time Availability. While seeking a
business combination,  management  anticipates devoting up to 20 hours per month
to the business of the Company.  None of the Company's officers has entered into
a written employment agreement with the Company and none is expected to do so in
the foreseeable  future.  The Company has not obtained key man life insurance on
any  of  its  officers  or  directors.   Notwithstanding  the  combined  limited
experience  and time  commitment of  management,  loss of the services of any of
these individuals would adversely affect  development of the Company's  business
and its likelihood of continuing operations.  See Item 9, "Directors,  Executive
Officers,  Promoters and Control  Persons;  Compliance with Section 16(a) of the
Exchange Act."

        Conflicts of Interest - General.  Certain of the officers and  directors
of the Company are directors and/or principal  shareholders of other blank check
companies  and,  therefore,  could face  conflicts  of interest  with respect to
potential acquisitions.  In addition,  officers and directors of the Company may
in the future  participate in business ventures which could be deemed to compete
directly with the Company.  Additional conflicts of interest and non-arms length
transactions may also arise in the future in the event the Company's officers or
directors  are  involved  in the  management  of any firm with which the Company
transacts  business.  The Company's Board of Directors has adopted a policy that
the Company will not seek a merger with, or acquisition  of, any entity in which
management  serve as officers  or  directors,  or in which they or their  family
members own or hold a  controlling  ownership  interest.  Although  the Board of
Directors  could  elect to change this  policy,  the Board of  Directors  has no
present  intention to do so. In  addition,  if the Company and other blank check
companies with which the Company's  officers and directors are  affiliated  both
desire to take advantage of a potential business opportunity,  then the Board of
Directors  has agreed that said  opportunity  should be  available  to each such
company in the order in which such companies registered or became current in the
filing of annual  reports under the Exchange Act  subsequent to January 1, 1997.
See Item 9,  "Directors,  Executive  Officers,  Promoters  and Control  Persons;
Compliance with Section 16(a) of the Exchange Act - Conflicts of Interest."

        Reporting  Requirements May Delay or Preclude  Acquisition.  Sections 13
and 15(d) of the  Exchange  Act  require  companies  subject  thereto to provide
certain   information  about  significant   acquisitions,   including  certified
financial statements for the company acquired, covering one, two or three years,
depending on the relative size of the acquisition. The time and additional costs
that may be incurred by some target  entities  to prepare  such  statements  may
significantly  delay  or  essentially  preclude  consummation  of  an  otherwise
desirable acquisition by the Company.  Acquisition prospects that do not have or
are unable to obtain the required audited  statements may not be appropriate for
acquisition  so long  as the  reporting  requirements  of the  Exchange  Act are
applicable.

        Lack of Market  Research  or  Marketing  Organization.  The  Company has
neither  conducted,  nor have others  made  available  to it,  results of market
research indicating that market demand exists for the transactions  contemplated
by the  Company.  Moreover,  the  Company  does not  have,  and does not plan to
establish, a marketing organization.  Even in the event demand is identified for
a merger or acquisition  contemplated by the Company,  there is no assurance the
Company will be successful in completing any such business combination.

                                       -7-

<PAGE>


        Lack of  Diversification.  The Company's  proposed  operations,  even if
successful,  will in all likelihood result in the Company engaging in a business
combination with a business opportunity.  Consequently, the Company's activities
may be limited to those engaged in by the business  opportunity or opportunities
which the Company merges with or acquires.  The Company's inability to diversify
its  activities  into a number of areas may  subject  the  Company  to  economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

        Regulation. Although the Company will be subject to regulation under the
Exchange Act,  management believes the Company will not be subject to regulation
under the  Investment  Company Act of 1940,  insofar as the Company  will not be
engaged in the business of investing or trading in securities.  In the event the
Company  engages in business  combinations  which result in the Company  holding
passive  investment  interests  in a number of  entities,  the Company  could be
subject to regulation  under the Investment  Company Act of 1940. In such event,
the Company would be required to register as an investment  company and could be
expected to incur significant registration and compliance costs. The Company has
obtained no formal  determination from the Securities and Exchange Commission as
to the  status of the  Company  under the  Investment  Company  Act of 1940 and,
consequently,  any  violation of such Act would  subject the Company to material
adverse consequences.

        Probable  Change in  Control  and  Management.  A  business  combination
involving  the issuance of the Company's  Common Stock will, in all  likelihood,
result in shareholders of a private company obtaining a controlling  interest in
the Company. Any such business combination may require management of the Company
to sell or transfer all or a portion of the Company's Common Stock held by them,
or resign as members of the Board of  Directors of the  Company.  The  resulting
change in control of the Company  could result in removal of one or more present
officers  and  directors  of the Company  and a  corresponding  reduction  in or
elimination of their participation in the future affairs of the Company.

        Reduction of Percentage Share Ownership Following Business  Combination.
The  Company's  primary plan of  operation is based upon a business  combination
with a private  concern which,  in all  likelihood,  would result in the Company
issuing securities to shareholders of any such private company.  The issuance of
previously  authorized and unissued  shares of Common Stock of the Company would
result  in a  reduction  in the  percentage  of  shares  owned  by  present  and
prospective shareholders of the Company and may result in a change in control or
management of the Company.

        Taxation. Federal and state tax consequences will, in all likelihood, be
major  considerations  in any business  combination  the Company may  undertake.
Currently,  such  transactions  may be  structured  so as to result in  tax-free
treatment  to  both  companies,  pursuant  to  various  federal  and  state  tax
provisions.  The Company intends to structure any business  combination so as to
minimize  the  federal  and state tax  consequences  to both the Company and the
target entity; however, there can be no assurance that such business combination
will meet the statutory  requirements of a tax-free  reorganization  or that the
parties will obtain the intended tax-free  treatment upon a transfer of stock or
assets. A non-qualifying  reorganization  could result in the imposition of both
federal and state taxes which may have an adverse  effect on both parties to the
transaction.

                                      -8-

<PAGE>

        Requirement of Audited  Financial  Statements  May  Disqualify  Business
Opportunities.  Management of the Company  believes that any potential  business
opportunity  must  provide  audited  financial  statements  for review,  for the
protection of all parties to the business  combination.  One or more  attractive
business  opportunities  may  choose to forego  the  possibility  of a  business
combination  with the Company,  rather than incur the expenses  associated  with
preparing audited financial statements.

Item 2 - Description of Property
---------------------------------

        The  Company has no  properties  and at this time has no  agreements  to
acquire any  properties.  The Company  intends to attempt to acquire assets or a
business in exchange for its  securities  which assets or business is determined
to be desirable for its objectives.

     The Company's  mailing address is 7609 Ralston Road, Arvada CO, 80002 which
is the office of M.A. Littman, the Company's attorney.  This address is provided
to the Company on a rent free basis and it is anticipated  that this arrangement
will remain until such time as the Company successfully  consummates a merger or
acquisition.  Management  believes that this address  arrangement  will meet the
Company's needs for the foreseeable future. No office space is needed.

Item 3 - Legal Proceedings
---------------------------

        The Company is not a party to any legal proceedings, nor does management
believe that any such proceedings are contemplated.

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

     No  matters  were  submitted  by the  Company  to a vote  of the  Company's
shareholders through the solicitation of proxies or otherwise, during the fiscal
year covered by this report.

PART II

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

ITEM 5. MARKET FOR THE  REGISTRANT'S  COMMON STOCK AND RELATED  SECURITY  HOLDER
MATTERS
               (a)    The Registrant's common stock is  traded in  the over-the-
counter market under the symbol QXIT (OTC  Bulletin  Board  Symbol) effective in
2002. The table below sets forth the high and low bid prices of the Registrant's
common  stock for the  periods indicated.  Such prices  are inter-dealer prices,
without  mark-up,  mark-down  or commissions  and do  not necessarily  represent
actual sales.

Year Ended December 31, 2001:
                                                   High Bid      Low Bid
                                                   --------      -------
          1st quarter
          2nd quarter                              No Quotes (Not Trading)
          3rd quarter
          4th quarter

Year Ended December 31, 2000
                                                   High Bid      Low Bid
                                                   --------      -------
          1st quarter
          2nd quarter
          3rd quarter                              No Quotes (Not Trading)
          4th quarter

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

        The Company has not  declared or paid any cash  dividends  on its common
stock and does not anticipate paying dividends for the foreseeable future.

<PAGE>


     (b) As of  December  31,  2001,  there  were 51  holders  of  record of the
Registrant's common stock.

     (c) The Registrant has neither  declared nor paid any cash dividends on its
common stock,  and it is not anticipated that any such dividend will be declared
or paid in the foreseeable future.

        Effective  August 11, 1993, the Securities and Exchange Commission  (the
"Commission")  adopted Rule 15g-9,  which established the definition of a "penny
stock," for purposes relevant to the Company,  as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions.  For any transaction involving a
penny  stock,  unless  exempt,  the rules  require:  (i) that a broker or dealer
approve a person's account for transactions in penny stocks;  and (ii) that the
broker  or  dealer  receive  from  the  investor  a  written  agreement  to  the
transaction,  setting  forth the  identity and quantity of the penny stock to be
purchased.  In order to approve a person's  account for  transactions  in penny
stocks,  the  broker  or  dealer  must  (i)  obtain  financial  information  and
investment  experience and objectives of the person;  and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient  knowledge and experience in financial matters to
be capable of evaluating the risks of transactions  in penny stocks.  The broker
or dealer  must also  deliver,  prior to any  transaction  in a penny  stock,  a
disclosure  schedule  prepared  by the  Commission  relating  to the penny stock
market,  which,  in highlight form, (i) sets forth the basis on which the broker
or dealer made the suitability determination; and (ii) states that the broker or
dealer  received a signed,  written  agreement  from the  investor  prior to the
transaction.  Disclosure  also has to be made  about the risks of  investing  in
penny  stock in both  public  offerings  and in  secondary  trading,  and  about
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.

                                      -9-

<PAGE>

        In order to be included  in NASDAQ's  SmallCap  Market,  a company  must
satisfy the requirements described below. A company must meet one or more of the
following three requirements:  (i) net tangible assets of $4 million ($2 million
for continued inclusion);  (ii) have a market capitalization of $50 million ($35
million for continued inclusion); or (iii) have net income (in the latest fiscal
year or two of the last three fiscal years) of $750,000  ($500,000 for continued
inclusion). In addition, a company must also satisfy the following requirements:
(i) 1 million shares in the public float (500,000 for continued inclusion); (ii)
$5  million  of market  value of the  public  float ($1  million  for  continued
inclusion);  (iii) a minimum bid price of $4 ($1 for continued inclusion);  (iv)
three  market  makers  (two  for  continued  inclusion);  (v)  300  (round  lot)
shareholders;  (vi) an operating history of one year or market capitalization of
$50 million; and (vii) certain corporate governance standards.

        Management  intends to strongly consider  undertaking a transaction with
any merger or acquisition  candidate which will allow the Company's  securities
to be  traded  without  the  aforesaid  limitations.  However,  there  can be no
assurance  that,  upon a  successful  merger or  acquisition,  the Company  will
qualify its securities for listing on NASDAQ or some other national exchange, or
be able to maintain  the  maintenance  criteria  necessary  to insure  continued
listing.  The failure of the Company to qualify  its  securities  or to meet the
relevant  maintenance criteria after such qualification in the future may result
in  the  discontinuance  of the  inclusion  of the  Company's  securities  on a
national exchange.  In such event, trading, if any, in the Company's securities
may then continue in the  non-NASDAQ  over-the-counter  market.  As a result,  a
shareholder  may find it more  difficult  to dispose  of, or to obtain  accurate
quotations as to the market value of, the Company's securities.

Holders

     There are approximately 51 record holders of the Company's Common Stock. An
aggregate  of 4,500,000  shares  of the issued  and  outstanding  shares  of the
Company's Common Stock are "restricted" securities.


                                      -10-

<PAGE>


Dividends

        The Company has not paid any  dividends to date,  and has no plans to do
so in the immediate future.


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

Plan of Operation

        The  Company  intends to seek to  acquire  assets or shares of an entity
actively  engaged in business  which  generates  revenues,  in exchange  for its
securities.  The  Company  has no  particular  acquisitions  in mind and has not
entered into any negotiations  regarding such an acquisition.  As of the date of
this  report,  the  Company  has  no  plans,  arrangements,   understandings  or
commitments  with respect to any  potential  merger or  acquisition,  nor is the
Company  engaged in  negotiations  with respect to such  matter.  For a complete
description  of the Company's  plan of operation,  see Item 1,  "Description  of
Business."

        If required to so do under relevant law,  management of the Company will
seek  shareholder  approval  of a  proposed  merger or  acquisition  via a Proxy
Statement.  However,  such approval would be assured where  management  supports
such a business  transaction  because management  presently controls  sufficient
shares of the Company to effectuate a positive vote on the proposed transaction.
Further,  a  prospective  transaction  may be  structured  so  that  shareholder
approval is not required, and such a transaction may be effectuated by the Board
of Directors  without  shareholder  approval.  While any disclosure which may be
provided to  shareholders  may include  audited  financial  statements of such a
target entity, there is no assurance that such audited financial statements will
be available. The Board of Directors does intend to obtain certain assurances of
value of the target entity assets prior to consummating such a transaction, with
further  assurances  that an audited  statement would be provided within 60 days
after closing of such a transaction.  Closing  documents  relative  thereto will
include representations that the value of the assets conveyed to or otherwise so
transferred will not materially differ from the representations included in such
closing documents, or the transaction will be voidable.

                                      -11-

<PAGE>

Results of  Operations  for the Year Ended  December  31, 2001  Compared to Year
Ended December 31, 2000.

     The Company had no revenues or operations  in year ended  December 31, 2001
or 2000.  The Company  incurred no expenses in the year ended  December 31, 2001
compared to ($2,500) in the year ended December 31, 2000. The company had no net
profit/loss  in the year  ended  December  31,  2001  compared  to a net loss of
($2,500) in the year ended December 31, 2000. The profit/loss per share was none
in 2001 and nominal in 2000.

     The losses should be expected to continue  until a profitable  business can
be achieved through merger,  acquisition,  or development, of which there can be
no assurance.


LIQUIDITY AND CAPITAL RESOURCES

     At year end,  the Company  had no  operating  capital  and is reliant  upon
advances from shareholders or loans  to pay any expenses  incurred.  The Company
had no commitments from any person foradvances or loans



                                      -12-

<PAGE>


Item 7 - Financial Statements
------------------------------

        The  response to this item is  submitted  as a separate  section of this
report beginning on page F-1.

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

     In  January,  2001,  the Company  engaged  Michael  Johnson & Co.,  Denver,
Colorado,  as its new  principal  independent  accountant to audit the Company's
financial statements.  The prior accountant was Hilderbrand & Associates.  There
has been no  disagreement  between  accountants  regarding  the  application  of
accounting principles to any specific completed or contemplated transaction,  or
as to policies as to accounting.

     In  connection  with audits of two most recent fiscal years and any interim
period preceding resignation,  no disagreements exist with any former accountant
or any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure,  or auditing scope of procedure,  which disagreements if no resolved
to the  satisfaction  of the former  accountant  would  have  caused him to make
reference  in  connection   with  his  report  to  the  subject  matter  of  the
disagreement(s).

     The decision to change  accountants  was approved by the Board of Directors
as the registrant has no audit committee.

     The principal  accountants'  reports on the financial statements for any of
the past two years  contained no adverse  opinion or a disclaimer of opinion nor
was qualified as to uncertainty,  audit scope, or accounting  principles  except
for the "going concern" qualification.

PART III

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

        Set forth below is certain  information  concerning  the  directors  and
executive officers of the Company as of the date of filing this report.

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

        H. Daniel Boone                  63               President and Director


        Officers are  appointed by and serve at the  discretion  of the Board of
Directors.  Each  director  holds  office  until  the  next  annual  meeting  of
shareholders  or until a successor has been duly elected and qualified.  Each of
the Company's  officers and directors  devotes only such time as is available to
the  business  of the  Company.  There are no family  relationships  between any
directors or executive officers of the Company.

                                      -13-

<PAGE>


BIOGRAPHICAL INFORMATION

     H. DANIEL BOONE,  age 63, is President and Director of Quixit,  Inc.  since
August 2000. From 1956-1967, Mr. Boone attended Southern Methodist University in
Dallas,  Texas.  Form  1957-1961,  he also attended the University of Houston in
Houston, Texas and graduated with a Bachelors in Business  Administration.  From
1961-1962, he attended General Motors Institute of Technology in Flint, Michigan
and graduated with a Masters in automobile  dealership  management.  Mr. Boone's
business experience from 1995 to present includes being a general partner in B&F
Investments,  a private  equity  investment  firm.  Additionally,  he has been a
consultant to several public companies involved in various industries and also a
participant  in  various  mergers  and  acquisition  entities,  both  public and
private.  Mr. Boone was actively involved in the automobile industry (1957-1995)
including all phases and ending in 1995 with over 30 years as President, CEO and
Dealer/Owner of 12 major domestic and foreign franchises.


Compliance with Section 16(a) of the Exchange Act

        Section  16(a) of the  Securities  Exchange  Act of 1934 (the  "Exchange
Act") requires that the Company's  officers and  directors,  and persons who own
more than ten percent of a registered class of the Company's equity  securities,
file  reports of  ownership  and changes in ownership  with the  Securities  and
Exchange   Commission.   Officers,   directors  and  greater  than  ten  percent
stockholders  are required by regulation to furnish to the Company copies of all
Section 16(s) forms they file.

Conflicts of Interest

        Members of the  Company's  management  are  associated  with other firms
involved in a range of business  activities.  Consequently,  there are potential
inherent  conflicts of interest in their acting as officers and directors of the
Company.  Insofar as the officers and  directors  are engaged in other  business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.

        Certain of the officers and  directors of the Company are  directors and
principal  shareholders  in  other  blank  check  companies,  and  officers  and
directors  of the Company  may in the future  become  shareholders,  officers or
directors of other  companies which may be formed for the purpose of engaging in
business  activities  similar to those  conducted by the  Company.  Accordingly,
direct  conflicts  of  interest  may arise in the  future  with  respect to such
individuals  acting on behalf of the  Company or other  entities.  Conflicts  of
interest may arise with respect to opportunities  which come to the attention of
such  individuals in the  performance of their duties or otherwise.  The Company
does not  currently  have a right of first refusal  pertaining to  opportunities
that come to management's  attention insofar as such opportunities may relate to
the Company's proposed business operations.

        The  officers  and  directors  are,  so  long as they  are  officers  or
directors  of the Company,  subject to the  restriction  that all  opportunities
contemplated by the Company's plan of operation  which come to their  attention,
either  in the  performance  of their  duties or in any  other  manner,  will be
considered  opportunities  of,  and be made  available  to the  Company  and the
companies  that they are  affiliated  with on an equal  basis.  A breach of this
requirement will be a breach of the fiduciary duties of the officer or director.
If the Company and the  companies  with which the  officers  and  directors  are
affiliated  both desire to take advantage of an  opportunity,  then the Board of
Directors  has agreed that said  opportunity  should be  available  to each such
company in the order in which such companies registered or became current in the
filing of annual  reports under the Exchange Act  subsequent to January 1, 1997.
All directors may still  individually  take  advantage of  opportunities  if the
Company should decline to do so. Except as set forth above,  the Company has not
adopted any other conflict of interest policy with respect to such transactions.

        The  Company's  Board of Directors has adopted a policy that the Company
will not seek a merger with, or acquisition  of, any entity in which any officer
or director  serves as an officer or  director or in which they or their  family
members own or hold a  controlling  ownership  interest.  Although  the Board of
Directors  could  elect to change this  policy,  the Board of  Directors  has no
present intention to do so.

        There can be no assurance that  management will resolve all conflicts of
interest in favor of the Company.

                                      -14-

<PAGE>


Item 10 - Executive Compensation
---------------------------------

        None  of  the  Company's   officers   and/or   directors   receives  any
compensation for their  respective  services  rendered to the Company,  nor have
they received such compensation in the past. They all have agreed to act without
compensation  until authorized by the Board of Directors,  which is not expected
to occur  until  the  Company  has  generated  revenues  from  operations  after
consummation of a merger or  acquisition.  As of the date of filing this report,
the Company has no funds available to pay officers or directors.  Further,  none
of the  officers or  directors  is  accruing  any  compensation  pursuant to any
agreement with the Company.

        It is possible that, after the Company successfully consummates a merger
or acquisition with an unaffiliated  entity, that entity may desire to employ or
retain one or a number of members of the Company's  management  for the purposes
of  providing  services to the  surviving  entity,  or otherwise  provide  other
compensation to such persons.  However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be  a  consideration  in  the  Company's  decision  to  undertake  any  proposed
transaction.  Each member of management  has agreed to disclose to the Company's
Board of Directors any discussions  concerning possible  compensation to be paid
to them by any entity which proposes to undertake a transaction with the Company
and  further,  to  abstain  from  voting on such  transaction.  Therefore,  as a
practical  matter,  if each  member of the  Company's  Board of  Directors  were
offered  compensation  in any form from any  prospective  merger or  acquisition
candidate, the proposed transaction would not be approved by the Company's Board
of Directors as a result of the inability of the Board to affirmatively  approve
such a transaction.

        It is possible  that  persons  associated  with  management  may refer a
prospective  merger or  acquisition  candidate to the Company.  In the event the
Company  consummates  a  transaction  with any entity  referred by associates of
management,  it is possible that such an associate will be compensated for their
referral in the form of a finder's fee. It is anticipated  that this fee will be
either in the form of  restricted  Common Stock issued by the Company as part of
the  terms  of the  proposed  transaction,  or  will  be in  the  form  of  cash
consideration.  However,  if such  compensation  is in the  form of  cash,  such
payment will be tendered by the  acquisition  or merger  candidate,  because the
Company has insufficient cash available.  The amount of such finder's fee cannot
be  determined  as of the date of filing  this  report,  but is  expected  to be
comparable to  consideration  normally paid in like  transactions.  No member of
management  of the Company  will  receive any finders  fee,  either  directly or
indirectly,  as a result of their respective  efforts to implement the Company's
business plan outlined herein.

        No  retirement,  pension,  profit  sharing,  stock  option or  insurance
programs  or other  similar  programs  have been  adopted by the Company for the
benefit of its employees.

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

     The following  table sets forth certain  information  regarding  beneficial
ownership  of the  Company's  Common  Stock as of December  31, 2001 by (i) each
person  who is known by the  Company  to own  beneficially  more  than 5% of the
Company's  outstanding  Common  Stock;  (ii)  each  of the  Company's  executive
officers and  directors;  and (iii) all  executive  officers and  directors as a
group.  Except  as  noted,  each  person  or  entity  has sole  voting  and sole
investment power with respect to the shares shown.

                                      -15-

<PAGE>


Name and Address                          Shares Beneficially Owned
of Beneficial Owner                     Number                Percent
-------------------                     ------                -------
H. Daniel Boone                         4,500,000               90%
President & Director

All directors and executive             4,500,000               90%
officers as a group (1 person)

Each principal  shareholder has sole investment power and sole voting power over
the shares.


Item 12 - Certain Relationships and Related Transactions
--------------------------------------------------------

        There were no related party transactions during year 2001.

                                      -16-

<PAGE>


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

(a)     No Exhibits are filed with this Annual Report.

(b)     Reports on Form 8-K

            8-K filed 04/18/01
            8-K filed 05/08/01
            8-K filed 10/23/01

                                      -17-

<PAGE>


                                   Signatures

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


                                              QUIXIT, INC.



Date:  March 26, 2002                         By: /s/ H. Daniel Boone
                                                 -------------------------
                                                 H. Daniel Boone, President


        Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
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:  March 26, 2002                  By: /s/ H. Daniel Boone
       --------------                  ----------------------------------------
                                       H. Daniel Boone, President and Director


                                      -18-

<PAGE>

                                  QUIXIT, INC.

                                   FORM 10-KSB

                          INDEX OF FINANCIAL STATEMENTS



                                                                          Pages

Auditor's Report                                                             F-1

Balance Sheets                                                               F-2

Statements of Operations                                                     F-3

Statements of Changes in Stockholders' Equity                                F-4

Statements of Cash Flows                                                     F-5

Notes to Financial Statements                                          F-6 - F-8



<PAGE>

                                  QUIXIT, INC.

                              FINANCIAL STATEMENTS

                                December 31, 2001





<PAGE>


                           Michael Johnson & Co., LLC
                           9175 E. Kenyon Ave., #100
                                Denver, CO 80237
                           Telephone: (303) 796-0099
                              Fax: (303) 796-0137





                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Quixit, Inc.
Colorado Springs, CO


We have audited the accompanying balance sheets of Quixit, Inc., as of December
31, 2001 and the related statements of operations, stockholders' equity, and
cash flows for the year ended December 31, 2001. 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 audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 audits provide 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 Quixit, Inc., as of December
31, 2001 and the results of their operations and their cash flows for the year
ended December 31, 2001, in conformity with generally accepted accounting
principles in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As described in Note 3 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operation. The
Company lost $138,293 from operations through December 31, 2001. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


/s/ Michael Johnson & Co., LLC.
Denver, Colorado
January 23, 2002

                                      F-1

<PAGE>

<TABLE>
<CAPTION>

                                      QUIXIT, INC.
                                     Balance Sheets
                                      December 31,


                                                                       2001                 2000
                                                                   -------------         ------------
<S>                                                                  <C>                   <C>
ASSETS;

   Current Assets:
      Cash                                                              $    -                  $  -
                                                                   -------------         ------------

Total Current Assets                                                         -                     -
                                                                   -------------         ------------

TOTAL ASSETS                                                            $    -                   $ -
                                                                   =============         ============

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities
         Accounts payable                                                  $ -              $      -
         Advances from shareholders                                      2,500                 2,500
                                                                   -------------         ------------

Total Current Liabilities                                                2,500                     -
                                                                   -------------         ------------
 Stockholders Equity
    Common stock, $.01 par value, 5,000,000 shares                      50,000                50,000
        authorized, 5,000,000 shares issued and outstanding
    Additional Paid-In Capital                                          85,793                85,793
    Accumulated Deficit                                               (138,293)             (138,293)
                                                                   -------------         ------------

Total Stockholders' Equity                                              (2,500)               (2,500)
                                                                   -------------         ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                 $ -                  $  -
                                                                   =============         ============

</TABLE>


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

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

                                      QUIXIT, INC.
                                Statements of Operations
                            For the Year Ended December 31,

                                                          2001                     2000
                                                        --------                ----------
<S>                                                        <C>                     <C>

Revenue:
    Sales                                                  $       -                   $     -
                                                    -----------------        ------------------
Total Income                                                       -                         -

Costs and Expenses:
     Legal & Accounting                                            -                     2,500
                                                    -----------------        ------------------
Total Expenses                                                     -                     2,500
                                                    -----------------        ------------------
Net Loss From Operations                                           -                    (2,500)
                                                    -----------------        ------------------

Per Share Information:

     Weighted average number
     of common shares outstanding                          5,000,000                 5,000,000
                                                    -----------------        ------------------
Net Loss per common share                                  *                            *
                                                    =================        ==================

</TABLE>

* Less than $.01


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

                                      F-3

<PAGE>

<TABLE>
<CAPTION>

                                                  QUIXIT, INC.
                                              Stockholders' Equity
                                               December 31, 2002


                                             COMMON STOCKS              Additional                                 Total
                                                                          Paid-In           Accumulated         Stockholders'
                                      # of Shares        Amount           Capital             Deficit              Equity
                                      -----------        ------           ---------         ------------        -------------
<S>                                     <C>              <C>               <C>                 <C>                <C>
December 31, 1997                          1,000            $  10          $ 54,578                   $ -         $   54,588

Net Loss for Period                            -                -                 -               (16,771)           (16,771)
                                        ---------       ---------          --------            -----------         ----------
Balance - December 31, 1997                 1,000              10            54,578               (16,771)            37,817
                                        ---------       ---------          --------            -----------         ----------
Issuance of stock for cash              4,999,000          49,990            31,215                     -             81,205

Net Loss for Year                               -               -                 -               (49,399)           (49,399)
                                        ---------       ---------          --------            -----------         ----------
Balance -  December 31, 1998            5,000,000          50,000            85,793               (66,170)            69,623
                                        ---------       ---------          --------            -----------         ----------
Net Loss for Year                               -               -                 -               (69,623)           (69,623)
                                        ---------       ---------          --------            -----------         ----------
Balance -  December 31, 1999            5,000,000          50,000            85,793              (135,793)                 -
                                        ---------       ---------          --------            -----------         ----------
Net Loss for Year                               -               -                 -                (2,500)            (2,500)
                                        ---------       ---------          --------            -----------         ----------
Balance -  December 31, 2000            5,000,000          50,000            85,793              (138,293)            (2,500)
                                        ---------       ---------          --------            -----------         ----------
Net Loss for Year                               -               -                 -                     -                  -
                                        ---------       ---------          --------            -----------         ----------
Balance -  December 31, 2001            5,000,000        $ 50,000          $ 85,793            $ (138,293)          $ (2,500)
                                        ---------       ---------          --------            -----------         ----------

</TABLE>



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

                                      F-4

<PAGE>

<TABLE>
<CAPTION>

                                          QUIXIT, INC.
                                    Statements of Cash Flow
                                For the Year Ended December 31,

                                        Indirect Method


                                                                            2001                        2000
                                                                        ------------                 -----------
<S>                                                                     <C>                          <C>
Cash Flows from Operating Activities:

     Net Loss                                                             $      -                   $  (2,500)
     Adjustments to reconcile net loss to net cash used
        by operating activities
     Increase (Decrease) in current liabilities                                  -                       2,500
                                                                       ----------------          -------------------
Net Cash Used by Operating Activities                                            -                           -

Net Increase in Cash & Cash Equivalents                                          -                           -

Beginning Cash & Cash Equivalents                                                -                           -
                                                                       ----------------          -------------------
Ending Cash & Cash Equivalents                                               $   -                         $ -
                                                                       ================          ===================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     Cash paid for Interest                                                  $   -                         $ -
                                                                       ================          ===================
     Cash paid for Income Taxes                                              $   -                         $ -
                                                                       ================          ===================

</TABLE>


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

                                      F-5

<PAGE>

                                  QUIXIT, INC.
                          Notes to Financial Statements
                                December 31, 2001


Note 1 - Organization and Summary of Significant Accounting Policies:
         ------------------------------------------------------------

Organization:
------------

The Company was incorporated on May 15, 1997, under the laws of the state of
Colorado as a wholly owned subsidiary of Ximedix, Inc. Ximedix, Inc. transferred
the exclusive rights and related assets to the patented and copyrighted IV
Safe-Trace line of products for the organization, identification and control of
fluid drug administration procedures in hospital settings as well as a computer
software development project, identified as the MediQ Medication Error Quality
Improvement System. Effective July 1, 1998, Ximedix, Inc. "spun-off" the Quixit,
Inc. subsidiary to the Ximedix, Inc. shareholders of record as of June 30, 1998.
The Company sold the IV Safe-Trace System product rights, assets, customer and
vendor lists and certain liabilities to a newly formed coporation (MedShield
Corporation) and the MediQ Software development assets and certain liabilities
to TeleMedix International, LTD on March 25, 1999 for assumption of debt.
Essentially all expenditures and expenses incurred in 1997, 1998 and through the
first Quarter of 1999 were directly attributable to the development of the MediQ
Computer Software System. The Company's fiscal year end is December 31.

Basis of Accounting:
-------------------

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles.

Cash and Cash Equivalents:
-------------------------

The Company considers all highly liquid debt instruments, purchased with an
original maturity of three months or less, to be cash equivalents. All cash was
transferred to MedShield Corp. in March 1999.

Use of Estimates:
----------------

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

Net Loss Per Share:
------------------

Net loss per share is based on the weighted average number of common shares and
common shares equivalents outstanding during the period.

Other Comprehensive Income
--------------------------

The Company has no material components of other comprehensive income (loss), and
accordingly, net loss is equal to comprehensive loss in all periods.



                                      F-6

<PAGE>


                                  QUIXIT, INC.
                          Notes to Financial Statements
                                December 31, 2002

Note 2 - Federal Income Taxes:
         --------------------

The Company has made no provision for income taxes because there have been no
operations to date causing income for financial statements or tax purposes.

The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards Number 109 ("SFAS 109"). "Accounting for Income
Taxes", which requires a change from the deferred method to the asset and
liability method of accounting for income taxes. Under the asset and liability
method, deferred income taxes are recognized for the tax consequences of
"temporary differences" by applying enacted statutory tax rates applicable to
future years to differences between the financial statement carrying amounts and
the tax basis of existing assets and liabilities.

Deferred tax assets
         Net operating loss carryforwards                      $  138,293
         Valuation allowance                                     (138,293)
                                                               -----------
         Net deferred tax assets                               $        0
                                                               ===========

At December 31, 2001, the Company had net operating loss carryforwards of
approximately $138,293 for federal income tax purposes. These carryforwards if
not utilized to offset taxable income will begin to expire in 2010.

Note 3 - Going Concern
         -------------

The Company's financial statements have been prepared on the basis that it is a
going concern which contemplated the realization of assets and the satisfaction
of liabilities in the normal course of business.

The Company has not earned any revenue from operations in 2001, and as of
December 2001current liabilities exceed current assets by $2,500. The Company's
ability to continue as a going concern is dependent upon its ability to develop
additional sources of capital and ultimately to achieve profitable operations.
The accompanying financial statements do not include any adjustments that might
result from the outcome of these uncertainties. Management is seeking new
capital to revitalize the Company.

Note 4 - Capital Stock Transactions:

On March 25, 1999, the Company's Board of Directors approved an amendment to the
Articles of Incorporation of the Company, designating a par value of $.01 per
common share and declaring a 1 to 10 reverse stock split of outstanding common
stock at March 25, 1999. In 2001 the Board of Directors declared a 5 to 1
forward stock split.

All shares and per share amounts in the accompanying financial statements of the
Company and notes thereto have been retroactively adjusted to reflect the stock
splits.




                                      F-7

<PAGE>

                                  QUIXIT, INC.
                          Notes to Financial Statements
                                December 31, 2000



Note 5 - Segment Information
         -------------------

Quixit,  Inc.  operates  primarily in a single  operating  segment,  the capital
raising business.







                                      F-8