U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-KSB

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001,

                         Commission file number 0-29711

                              PageLab Network, Inc.
                 (Exact name of issuer as specified in charter)

               Minnesota                              41-1596056
     (State or other jurisdiction               (IRS Employer ID Number)
         of incorporation)

                43 Main Street, Suite #228, Minneapolis, MN 55414
                    (address of principal executive offices)

             Issuer's telephone number is            (612) 331-2234

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

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

       Common Stock, No par value         Over-the-Counter Bulletin Board
           (Title of Class)            (Name of Exchange on which registered)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the  Securities  and  Exchange Act of 1934 during the past 12
months,  and  (2)  has  been subject to such filing requirements for the past 90
days.
                    Yes  (X)                        No  ( )

Check  if  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  is  not contained in this form, and no disclosure will be contained, to the
best  of  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 issuers revenues for its most recent physical year; $48,090.

The estimated aggregate market value on May 20, 2002, of the voting common stock
held  by non-affiliates of the Issuer was $759,515 based upon an average bid and
asked  price  of  $.09 of such common stock at that date on the Over-The-Counter
Bulletin  Board  (OTCBB:  PGBN).

The  number of shares outstanding of each of the issuer's common stock as of May
20,  2001  was  12,105,064  shares.


Transitional  Small  Business  Disclosure  Format   Yes  ( )  No  (X)


<PAGE>
                              PAGELAB NETWORK, INC.
                                  FORM 10-KSB

                          YEAR ENDED DECEMBER 31, 2001

                                      INDEX


ITEM                                                                     PAGE
-----                                                                    ----

                                     PART I

 1. Description of Business.................................................3
 2. Description of Property.................................................5
 3. Legal Proceedings.......................................................5
 4. Submission of Matters to a Vote of Security Holders.....................5

                                     PART II

 5. Market for Common Equity and Related Stockholder Matters................5
 6. Management's Discussion & Analysis of Financial Condition
      and Results of Operations.............................................6
 7. Financial Statements ...................................................7
 8. Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure.....................................7

                                    PART III

 9. Directors, Executive Officers, Promoters and Control
    Persons, Compliance with Section 16(a) of the Exchange
    Act.....................................................................7
10. Executive Compensation..................................................8
11. Security Ownership of Certain Beneficial Owners and
    Management..............................................................8
12. Certain Relationships and Related Transactions..........................9
13. Exhibits and Reports on Form 8-K........................................10

    Signatures..............................................................10
    Financial Statements...................................................F-1


                                                                               2
<PAGE>
     CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
                PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements in this discussion which are not historical facts may be considered
"forward looking statements" within the meaning of Section 21E of the Securities
Act of 1934, as amended. The words "believe", "expect", "anticipate",
"estimate", and similar expressions identify forward looking statements. Any
forward looking statement involves risks and uncertainties that could cause
actual events or results to differ, perhaps materially, from the events
described in the forward looking statements. Readers are cautioned not to place
undue reliance on these forward looking statements. The Company undertakes no
obligation to publicly update or revise any forward looking statement, whether
as a result of new information, future events or otherwise. The risks associated
with the Company's forward looking statements include, but are not limited to,
risks associated with the Company's history of losses and uncertain
profitability, sales and marketing strategies, competition, general economic
conditions, reliance on key management and production people, current and future
capital needs, dilution, effects of outstanding notes and convertible
debentures, limited public market for the Company's capital Stock, low stock
price, and lack of liquidity.

The following discussion and analysis should be read in conjunction with the
Financial Statements, related notes and other information included in this
annual report on Form 10-KSB.


ITEM  1.  Description  of  Business

Overview

Pagelab Network, Inc., a Minnesota corporation ("Pagelab Network" or the
"Company") is a Minneapolis-based software development and services company that
has developed an artificial intelligence-based, next generation dialogue
technology, Subjex Dialogue Engine. In October 1999, the Company (formerly
Imcro, Inc., a Minnesota corporation formed in 1987, an inactive, non-trading
public entity) entered into a reverse acquisition agreement with a
privately-held Nevada corporation, PageLab Network Inc., that had been primarily
owned by the Company's current principal stockholder. The private company had
been incorporated in June 1999 and the operations associated with its four
months preceding the reverse acquisition have been consolidated into the
reporting of the Company's business activities. After the reverse acquisition
agreement the Company changed its name to Pagelab Network, Inc. The Company
filed a Form 10 registration statement with the Securities and Exchange
Commission in March 2000 to effect its status as a reporting company under the
Securities Exchange Act.

During 2001, the Company focused on cutting costs and surviving its financial
crisis. With very little operation costs and even less expended for marketing,
management focused its efforts on the renegotiation of debt and accounts
payable, and the rebuilding of its technology with the few employees it had
left. During this time the Company was able to bring in revenues to sustain
itself long enough to bring in new management and attract a suitable merger
candidate. This was sought and is expected to happen in 2002. No assurance can
be given that a merger will be consummated or if consummated, will be successful
in its joint operations.


                                                                               3
<PAGE>
The Company's working capital at December 31, 2001 is not sufficient to attain
the Company's plans in the near term. The Company's Auditors' Report contains a
going concern explanatory paragraph as a result of the shortage of working
capital to sustain the Company's operations over the next year. To address this
liquidity need, the Company is seeking bridge financing loans, arranging for
temporary financing achieved through insiders and vendors, selling common stock
through private sales and warrant exercise incentives and looking for a suitable
merger candidate.


Principal Products and Services

The Company is primarily involved in e-commerce web development, as a means to
generate revenue. The Subjex Dialogue Engine technology can be licensed as a
search technology but has not been so licensed in a fashion that management
believes has proved its viability in the market place or in a way that had
brought in substantial revenues. The Company has accepted in principle a plan to
potential sell this technology, or at least merge it with another synergistic
company or technology that would benefit the shareholders. In the year of 2001
this strategy was not consummated, although the Company now has several serious
candidates.

Employees

The Company currently has 2 full-time employees. Of the Company's full-time
employees, both are involved in sales, marketing and administrative functions
and both are involved in engineering, research and development. The Company's
employees are not represented by any labor unions. The Company considers its
relations with its employees to be good.

Intellectual Property

The Company has pending United States federal applications with the Patent and
Trademark Office for the marks for "Subjex" among others. In February 2000, the
Company filed a patent application for the Company's Subjex Dialogue Engine with
the U.S. Patent and Trademark Office. This application is currently pending.

The Company has adopted a policy of requiring its employees and consultants to
execute confidentiality agreements when they commence employment or are employed
by the Company. These agreements generally provide that all confidential
information developed or made known to employees and consultants during the
course of their relationship is not to be disclosed to third parties, except
under specific circumstances described in these agreements. In the case of
employees, the agreements provide that inventions conceived by employees in the
course of employment will be The Company's exclusive property.

There can be no assurance that the existing or future patents of third parties
will not have an adverse effect on the ability of the Company to continue to
commercialize its products. Furthermore, there can be no assurance that other
companies will not independently develop similar products or duplicate any of
the Company's planned products or obtain patents that will require the Company
to alter its products or processes, pay licensing fees or cease development of
its planned products.


                                                                               4
<PAGE>
ITEM  2.  Description  of  Property

The Company's principal office is located at 43 Main Street SE, Minneapolis, MN
55414, occupying approximately 700 square feet and utilized entirely for office
space. The lease expires in August 2002. The space is rented under a written
lease, which provides for a monthly payment of rent and a pro-rata share of
annual operating expenses. Management believes that comparable office space is
readily available if the Company were to lose its lease.



ITEM  3:  Legal  Proceedings

There were no legal proceedings pending or, to the Company's knowledge, that
would be material to the financial position of the Company.

ITEM  4:  Submission  of  Matters  to  a  Vote  of  Security  Holders

It is acknowledged that any sale or substantial restructuring of the Company
will require a shareholders vote. No matters were submitted to the vote of the
Company's stockholders in the forth quarter 2001.


                                     PART  II

ITEM  5:   Market  for  Common  Equity  and  Related  Stockholder  Matters

     (a)  Market  Information

     The Company's Common Stock is traded on the Over the Counter Bulletin Board
as of January 2001 under the symbol "PGBN". Since the commencement of trading,
the high and low sales prices of our common stock were $1.50 and $.02,
respectively. Since the Company is not NASDAQ qualified, these prices are
inter-dealer prices and may not reflect actual value or transactions. On May 20,
2002, the last reported sale price of the Company's common stock on the OTC
Bulletin Board was $.09 per share.

     (b)  Holders

     At May 20, 2002 there were approximately 200 shareholders of record
including people who held stock in "street name".

     (c)  Dividends

     The Company has not paid dividends on its common stock and does not expect
to in the foreseeable future. There is no assurance that any dividends will be
paid in the future, as dividends are dependent upon earnings. Any earnings, for
the foreseeable future, will be utilized to invest in projects intended to build
the Company's economic base.

     (d)  Recent Sales of Unregistered Securities

     In the fourth quarter of 2001 the Company completed private sales for
375,000 shares of common stock and no warrants to purchase common stock to
accredited investors for gross proceeds of $75,000. In the opinion of the
Company, the issuance of these shares was exempt pursuant to Rule 504 of
Regulation D under the Securities Act.


                                                                               5
<PAGE>
ITEM  6:  Management's  Discussion & Analysis of Financial Condition and Results
of  Operations

We have generated immaterial revenues in the fiscal year ended December 31,
2001. Our limited operating history and the uncertain nature of the markets we
address or intend to address make prediction of our future results of operations
difficult. Our operations may never generate significant revenues and we may
never achieve profitable operations with out a merger and or capital investment.
Assuming the Company obtains adequate funding or a merger candidate the Company
expects to experience significant fluctuations in its future operating results
due to a variety of factors. Factors that may affect the Company's operating
results include the success of product development, market acceptance of the
Company's products, or a merger.

In 2001 three members of our Board of Directors resigned because of fundamental
differences in how the Company would move forward. The Company's current
management deemed necessary that above all the survival of the Company was
paramount, and that operations would continue on a smaller scale.

Sales revenues increased by 118% from $22,493 in fiscal year 2000 to $48,090 in
2001, and were derived from Web development and other consulting activities.
Operating loss increased by 56% from $1,086,872.00 in fiscal year 2000 to
$1,703,699.00 in 2001. Our operating loss increased primarily due to an increase
in selling general and administrative expenses and a lack of sales revenue.

Selling general and administrative expenses increased 134% from $728,811.00
dollars to $1,705,711.00. This increase in selling general and administrative
expenses was due to a ramping up of sales efforts, which produced unfavorable
results. When it became clear the these efforts were not producing the desired
results the Company scaled back Selling general and administrative expenses,
reduced staff, and deferred salaries and made other necessary cutbacks.


Liquidity

The Company's working capital at December 31, 2001 is not sufficient to attain
the Company's plans in the near term. The Company's Auditors' Report contains a
going concern explanatory paragraph as a result of the shortage of working
capital to sustain the Company's operations over the next year. To address this
liquidity need, the Company is seeking bridge financing loans, arranging for
temporary financing achieved through insiders and vendors, selling common stock
through private sales and warrant exercise incentives and looking for a suitable
merger candidate.

There can be no assurance that these debt or equity private placements and other
cash generated from operations will be completed and/or that the Company will be
able to obtain financing on terms acceptable to the Company. In addition no
assurances can be given that the Company will consummate a merger. The sale of
additional equity or convertible debt securities will result in additional
dilution to the Company's stockholders and any merger will also have a dilutive
effect on the ownership of any entity that the Company may enter into a merger
transaction with.

The Company's cash position at December 31, 2001 was $70, a decrease of $922
from $992 at December 31, 2000. During the twelve months ended December 31,


                                                                               6
<PAGE>
2001, net cash used in operating activities was $167,617 primarily due to the
net loss of $1,737,918.

Net cash from financing activities of $167,204 in the twelve months ended
December 31, 2001 consisted primarily of net proceeds of $159,033 from the sale
of common stock and warrants.


ITEM  7:  Financial  Statements

The  financial  statements  of  the  Company  are  included herein following the
signatures.

ITEM  8:  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial  Disclosure

On October 10, 2001, McGladrey & Pullen, LLP (McGladrey), its independent
accounting and audit firm, informed PageLab Network, Inc. (the Company) that it
was ceasing the relationship. McGladrey acted as independent accountant and
auditors with respect to the Company's financial statements for the previous
year ended December 31, 2000. The report of McGladrey on the financial
statements of the Company for its year ended December 31, 2000, did not contain
any adverse opinion or disclaimer of opinion and were not qualified as to
uncertainty, audit scope or accounting principles. The report of McGladrey on
the financial statements for the year ended December 31, 2000, included an
explanatory paragraph regarding the uncertainty of the Company's ability to
continue as a going concern. During the Company's fiscal year ended December 31,
2000 , (i) there were no disagreements between the Company and McGladrey on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure which, if not resolved to the satisfaction of
McGladrey, would have caused McGladrey to make reference to the subject matter
of the disagreement in connection with its reports (a "Disagreement") and (ii)
there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation
S-K of the Securities and Exchange Commission (a "Reportable Event").

On May 15, 2002, Callahan, Johnston, & Associates was selected by the Company's
Board of Directors as the Company's new independent accountant and audit firm.
Callahan, Johnston, & Associates will audit the Company's financial statements
to be included in the Company's form 10-KSB for the year ending December 31,
2001. The Company intends to have Callahan, Johnston, & Associates continue to
serve as the Company's independent accounting and audit firm for the year ending
December 31, 2002. During the last two fiscal years, the Company did not consult
with Callahan, Johnston, & Associates on any matters related to accounting
principles or practice, financial statement disclosures or audit procedures.


                                    PART  III

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


                                                                               7
<PAGE>
                                   MANAGEMENT

          The executive officers and Directors of the Company are as follows:


Name                                    Age               Position
----                                    ---               --------
Andrew D. Hyder                         35          Chief Executive Officer
                                                          President
                                                     Chairman of The Board

     Andrew D. Hyder has been the President and Chief Executive Officer and a
Director since October 1999.


Section  (a)  Beneficial  Ownership  Reporting  Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers and directors and persons who beneficially own more than 10% of the
Company's Common Stock to file initial reports of ownership and reports of
changes in ownership with the Securities and Exchange Commission ("SEC").
Executive officers, directors, and greater than 10% beneficial owners are
required by SEC regulations to furnish the Company with copies of all Section
16(a) forms they file.

     Based solely on a review of the copies of such forms furnished to the
Company and written representations from the executive officers, directors and
holders of 10% or more of the Company's Common Stock, the Company believes that
its executive officers, directors and 10% shareholders complied with all Section
16(a) filing requirements applicable to them.



ITEM  10:  Executive  Compensation

Summary  Compensation  Table

     The following table sets forth the compensation earned in certain fiscal
years by the Company's Chief Executive Officer including the fiscal year ended
December 31, 2001.

                          Annual Compensation
                          -------------------
Name and                                            All Other
Principal Position           Year  Salary   Bonus  Compensation
---------------------------  ----  -------  -----  ------------

Andrew D. Hyder              2001  $18,000      -             -
   Director, President and  2000  $59,800      -             -
    Chief Executive Officer
                             1999  $10,000


ITEM  11.  Security  Ownership  of  Certain  Beneficial  Owners  and  Management

                             PRINCIPAL  SHAREHOLDERS

The following table sets forth certain information with respect to beneficial
ownership of the Company's Common Stock as of May 1, 2002 by: (i) each Director
of the Company, (ii) each Named Executive Officer (iii) all Directors and
executive officers of the Company as a group and (iv) each person or entity
known by the Company to own beneficially more than five percent of the Company's
Common Stock. The address of each of the following shareholders is the same as
the Company.


                                                                               8
<PAGE>
                             Amount and
                             Nature of
Name and address of          Beneficial  Percent of
Beneficial owner               Owner      Class (1)
---------------------------  ----------  -----------

Andrew D. Hyder (2)           3,666,000        30.2%



All Directors and Officers    3,666,000        30.2%

(1)  Beneficial  ownership  is  determined  in  accordance  with  rules  of  the
Securities  and  Exchange  Commission and includes generally voting power and/or
investment  power with respect to securities.  Shares of Common Stock subject to
options  or  warrants currently exercisable or exercisable within 60 days of May
1,  2002  ("Currently Exercisable Options") are deemed outstanding for computing
the  beneficial  ownership percentage of the person holding such options but are
not  deemed outstanding for computing the beneficial ownership percentage of any
other  person.  Except  as indicated by footnote, the persons named in the table
above  have  the  sole voting and investment power with respect to all shares of
Common  Stock  shown  as  beneficially  owned  by  them.

(2) Includes 25,000  shares  held  by Mr. Hyder's daughter, and includes 398,600
shares  issuable  pursuant  to  Currently  Exercisable  Options.


ITEM  12.  Certain  Relationships  and  Related  Transactions

     In October 1999, the Company amended its Articles of Incorporation to
increase the authorized shares of the Company from 25,000,000 to 50,0000,000
shares, of which 40,000,00 shares have been designated as Common Stock and
10,000,000 are Undesignated.

In October 1999, the Company's then principal shareholder, in a private
transaction, agreed to acquire, for 5,666,665 shares, all issued and outstanding
shares held by shareholders of PageLab Network, Inc. (a Nevada Sub S
corporation). This included 1,000,000 shares held by Mr. Hyder, the founder of
PageLab (Nevada) and 133,333 shares held by others. Upon completion of this
transaction, Mr. Hyder, with 5,000,000 shares, became the Company's principal
shareholder and its President, CEO and Chairman of the Board. He then merged
PageLab (Nevada) into the Company.

Mr. Hyder has advanced in the form of 6% notes approximately $230,000 to the
Company since its inception. A portion of these loans ($150,000) was used to
purchase intellectual property from Commission Junction, Inc., located in Santa
Barbara, CA. At December 31, 2000, this indebtedness, after repayments or other
reductions during the course of 2000, was $138,248.

During October and November 2000, the Company received short-term cash loans of
$10,000 and $20,000 from Mr. Brand and Mr. Anderson, respectively. These loans
are due on demand and carry an interest rate of 12%.

During the period from October through December 2000, the Company sold 10%
subordinated convertible notes to nine individuals totaling $54,000. These notes
require interest payments on a quarterly basis over the nine-month term of the


                                                                               9
<PAGE>
notes. The notes can be prepaid at the Company's option and are renewable at the
holder's option for a consecutive nine-month term. The debentures include a
conversion feature that allows the holder to convert the underlying note into
shares of common stock at a price of $1.00 per share. Each debenture holder was
provided one Class B warrant for each dollar invested entitling them to acquire
one share of common stock for each $1.00 invested.



ITEM  13.  Exhibits  and  Reports  on  Form  8-K


    (A)  EXHIBITS.      No  Exhibits.

    (B)  REPORTS  ON  FORM  8-K  .

     On November 15, 2001, the Company filed a Current Report on Form 8-K dated
November 7, 2001, announcing the client-auditor relationship with McGladery &
Pullen, LLP had ended.





                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Issuer has duly caused this report to be signed on its
behalf by the undersigned officers and/or Directors, there unto duly authorized.

PAGELAB  NETWORK,  INC.

Date:  May 21, 2002



NAME                               TITLE


/s/  Andrew D. Hyder               President  and  Chief  Executive
------------------------           Officer,  Chief Financial Officer (and
Andrew D. Hyder                    Principal Financial Officer) and Director


                                       F-1
<PAGE>
                              PAGELAB NETWORK, INC.

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000




<PAGE>
                              PAGELAB NETWORK, INC.

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


                                TABLE OF CONTENTS
                                -----------------


                                                                            Page
                                                                            ----

Independent Auditors' Report................................................   1


Financial Statements:

  Balance Sheets............................................................   2

  Statements of Operations..................................................   3

  Statements of Stockholders' Equity (Deficit)..............................   4

  Statements of Cash Flows..................................................   5

  Notes to Financial Statements.............................................   8


<PAGE>
                      CALLAHAN, JOHNSTON & ASSOCIATES, LLC
                  CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To  The  Board  of  Directors
PageLab  Network,  Inc.
Minneapolis,  Minnesota

We  have  audited the accompanying balance sheet of PageLab Network, Inc., as of
December  31,  2001,  and  the  related  statements of operations, stockholders'
equity  (deficit)  and  cash  flows  for  the  year then ended.  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 auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An  audit also includes assessing the  accounting  principles  used
and  significant  estimates  made  by  management,  as  well  as  evaluating the
overall  financial  statement  presentation.  We  believe  that our audit of the
financial  statements  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 PageLab Network, Inc., as of
December  31,  2001 and the results of its operations and its cash flows for the
year  then  ended in conformity with accounting principles generally accepted in
the  United  States  of  America.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue as a going concern.  As described in Note 2, the Company
incurred  a net loss of $1,737,918 during the year ended December 31, 2001, and,
as  of  that  date, had an excess of liabilities over assets of $693,131.  Those
conditions  raise substantial doubt about the Company's ability to continue as a
going  concern.  The  financial  statements  do not include any adjustments that
might  result  from  the  outcome  of  this  matter.

The  2000  financial  statements  of PageLab Network, Inc. were audited by other
auditors  whose  report  dated  March 5, 2001, included an explanatory paragraph
describing  conditions that raised substantial doubt about the Company's ability
to  continue  as  a  going  concern.

/s/  Callahan, Johnston & Associates, LLC
CALLAHAN, JOHNSTON & ASSOCIATES, LLC
Minneapolis,  Minnesota
May  20,  2002


            7400 Lyndale Avenue South, Suite 140, Richfield, MN 55423
               Telephone: (612)861-0970        Fax: (612)861-5827


                                        1
<PAGE>
                              PAGELAB NETWORK, INC.

                                 BALANCE SHEETS

                                                          December  31,
                                                   --------------------------
                                                       2001          2000
                                                   ------------  ------------

          ASSETS
          ------

Current Assets:
  Cash                                             $        70   $       992
  Accounts receivable                                        -         6,250
  Prepaid expenses                                           -         2,335
                                                   ------------  ------------

      Total current assets                                  70         9,577

Fixed assets, net                                        5,000        39,821
Other assets                                               600         7,300
Intangibles, net                                        21,000        96,239
                                                   ------------  ------------
      Total assets                                 $    26,670   $   152,937
                                                   ============  ============


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

Current Liabilities:
  Demand notes payable                             $    41,500   $    30,000
  Current maturities of long-term debt                 160,184        96,237
  Accounts payable                                     154,972        68,740
  Accrued expenses:
    Payroll and payroll taxes                          212,527        59,712
    Other                                               85,883        66,566
                                                   ------------  ------------
      Total current liabilities                        655,066       321,255

Long-term debt, net of current maturities               64,735        96,011
                                                   ------------  ------------
      Total liabilities                                719,801       417,266
                                                   ------------  ------------

Stockholders' equity (deficit):
  Undesignated stock, no par or stated value;
    10,000,000 shares authorized: none issued
    or outstanding                                           -             -
  Common stock, no par or stated value;
    40,000,000 shares authorized: 12,105,064 and
    10,407,665 shares issued and outstanding in
    2001 and 2000                                    2,349,283     1,044,167
  Accumulated deficit                               (3,042,414)   (1,304,496)
  Subscription receivable                                    -        (4,000)
                                                   ------------  ------------
Stockholders' equity (deficit)                        (693,131)     (264,329)
                                                   ------------  ------------
      Total liabilities and
        stockholders' equity (deficit)             $    26,670   $   152,937
                                                   ============  ============

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


                                        2
<PAGE>
                              PAGELAB NETWORK, INC.

                            STATEMENTS OF OPERATIONS


                                               Years Ended December 31,
                                              --------------------------
                                                  2001          2000
                                              ------------  ------------

Revenues                                      $    48,090   $    22,493
                                              ------------  ------------

Expenses:
  Selling, general and administrative           1,705,711       728,811
  Research and development                            632       288,887
  Asset impairment                                 45,446        91,667
                                              ------------  ------------
                                                1,751,789     1,109,365
                                              ------------  ------------

      Operating loss                           (1,703,699)   (1,086,872)

Other income (expense)
  Interest expense                                (31,281)       (9,485)
  Other                                            (2,938)        4,224
                                              ------------  ------------

      Net loss                                $(1,737,918)  $(1,092,133)
                                              ============  ============

Net loss per basic and diluted common share   $      (.14)  $      (.11)
                                              ============  ============

Weighted average common shares
  outstanding - basic and dilutes              12,093,085     9,554,290
                                              ============  ============


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


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                               PAGELAB NETWORK, INC.

                                     STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                        YEARS ENDED DECEMBER 31, 2001 AND 2000


                                                                                                         Stockholders'
                                                        Common Stock          Accumulated  Subscription     Equity
                                                      Shares      Amount       Deficit      Receivable    (Deficit)
                                                    ----------  -----------  ------------  ------------  ------------
<S>                                                 <C>         <C>          <C>           <C>           <C>
BALANCE, December 31, 1999                           7,457,665  $  310,834   $  (239,438)  $    (3,334)  $    68,062
  Issuance of common stock                           2,169,000     609,000             -             -       609,000
  Payment of note receivable                                 -           -             -         3,334         3,334
  Compensation expense recorded on
    stock options                                            -           -        27,075             -        27,075
  Issuance of common stock for payment of
    services                                             8,333       8,333             -             -         8,333
  Exercise of stock options and warrants               553,000     116,000             -             -       116,000
  Subscription notes receivable                              -           -             -        (4,000)       (4,000)
  Net loss                                                   -           -    (1,092,133)            -    (1,092,133)
                                                    ----------  -----------  ------------  ------------  ------------

BALANCE, December 31, 2000                          10,187,998   1,044,167    (1,304,496)       (4,000)     (264,329)
  Issuance of common stock                             213,000     127,700             -             -       127,700
  Write off of subscription as uncollectible                 -      (4,000)            -         4,000             -
  Issuance of common stock for payment of services     556,000     457,033             -             -       457,033
  Disputed issuances of common stock for
    payment of services                              1,021,900     682,500             -             -       682,500
  Exercise of stock options and warrants               126,166      41,883             -             -        41,883
  Net loss                                                   -           -    (1,737,918)            -    (1,737,918)
                                                    ----------  -----------  ------------  ------------  ------------

BALANCE, December 31, 2000                          12,105,064   2,349,283   $(3,042,414)  $         -   $  (693,131)
                                                    ==========  ===========  ============  ============  ============
</TABLE>


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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                              PAGELAB NETWORK, INC.

                              STATEMENTS OF CASH FLOW


                                                         Years Ended December 31,
                                                        ------------  ------------
                                                            2001          2000
                                                        ------------  ------------
<S>                                                     <C>           <C>
Cash flow from operating activities:
  Net loss                                              $(1,737,918)  $(1,092,133)
  Adjustments to reconcile net loss to
    net cash from operating activities:
      Depreciation and amortization                          60,122        57,783
      (Gain) loss on sale of property
        and equipment                                         2,938        (3,114)
      Loss on asset impairment                               45,446        91,667
      Compensation expense for issuance of
        common stock options                                      -        27,075
      Service fees paid in common stock                     457,033         8,333
      Disputed service fees paid in common stock            682,050             -
      Bad debt expense                                        4,250             -
  (Increase) decrease in assets:
    Accounts receivable                                       2,000        (3,003)
    Prepaid expenses                                          2,335          (707)
    Other assets                                              6,700        (7,300)
    Accounts payable                                         86,232        59,705
    Accrued expenses                                        221,195       126,278
                                                        ------------  ------------
Net cash used by operating activities                      (167,617)     (735,416)
                                                        ------------  ------------

Cash flow from investing activities:
  Purchase of property and equipment                         (2,236)      (27,174)
  Proceeds from sale of property and equipment                7,823         4,000
  Purchase of intangibles                                    (6,096)       (2,993)
                                                        ------------  ------------
Net cash used by investing activities                          (509)      (26,167)
                                                        ------------  ------------

Cash flow from financing activities:
  Proceeds from issuance of common stock and warrants       159,033       675,000
  Proceeds from notes payable                                15,000        84,000
  Proceeds from notes from stockholder                          720        25,100
  Payments on stockholder notes                              (4,049)      (39,300)
  Payments on notes payable                                  (3,500)            -
  Increase on stock subscription note receivable                  -          (666)
                                                        ------------  ------------
Net cash provided by financing activities                   167,204       744,134
                                                        ------------  ------------

Increase (decrease) in cash position                           (922)      (17,449)
Cash at beginning of year                                       992        18,441
                                                        ------------  ------------
Cash at end of year                                     $        70   $       992
                                                        ============  ============

                 The accompanying notes are an integral part of
                          these financial statements.
</TABLE>


                                        5
<PAGE>
                              PAGELAB NETWORK, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES AND OTHER INFORMATION

Nature  of  Business
--------------------

PageLab  Network,  Inc.  (the  "Company")  has  developed  an  artificial
intelligence-based,  next  generation dialogue search engine, Subjex. The Subjex
engine  is  a  licensable  software  applicable  for on-site Web search, private
databases,  and  wireless  device  infrastructures. In addition to the licensing
capability,  the Subjex.com Web portal provides the search tool free to internet
users,  thereby demonstrating the dialogue capabilities of the Subjex engine and
building  a  large  transaction  hub  around  e-commerce  activity  that  occurs
routinely  via  search  engines.

Merger  of  Business
--------------------

In  November 1999, a plan of acquisition was arranged between an inactive public
shell,  Imcro,  Inc.,  and a private operating company, PageLab Network, Inc., a
Nevada  corporation.

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

The  Company has adopted Staff Accounting Bulletin No. 101, "Revenue Recognition
in  Financial  Statements".  Revenue  from  the  sales  of  software licenses is
recognized  upon  shipment  of  the  software  to  the  customer.  Service  and
maintenance revenue includes fees for customer development services, consulting,
and  support  and  maintenance  services.  The  Company  bills each customer for
maintenance prior to the beginning of the contract period and recognizes revenue
ratably  over  the  life  of  that contract.  Revenue related to development and
consulting  services  is  recognized using the percentage -of-completion method.


                                  (Continued)
                                        6
<PAGE>
                              PAGELAB NETWORK, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  OTHER
            INFORMATION  (Continued)

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

For  purposes  of  reporting  cash  flows,  cash  equivalents include investment
instruments  purchased  with  a maturity of three months or less.  There were no
cash  equivalents  in  2001  or  2000.

Fixed  Assets
-------------

Fixed  assets are stated at cost less accumulated depreciation.  Depreciation is
computed  using the straight-line method over the estimated useful lives of five
years  for  equipment.

Intangibles
-----------

Intangibles  consist  primarily  of  software and related technology used by the
Company  in its business activities.  The technology was originally developed by
the president of the Company.  The technology was transferred to PageLab in July
1999  in  exchange for notes and stock as a part of an asset purchase agreement.
The  Company  has  valued the intangibles based on the president's reacquisition
cost  of  the  technology  from a previous employer.  The basic rights are being
amortized  over five years, while certain protected assets are amortized over 20
years.

The  Company  has also registered a number of trademarks and domain names, which
it  uses  both  in  marketing  and  in the Internet presentation of its product.
Domain  names  are subject to annual renewal and are treated as expenses, though
with  renewal  and  development of recognition, future benefits may be realized.


                                  (Continued)
                                        7
<PAGE>
                              PAGELAB NETWORK, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  OTHER
            INFORMATION  (Continued)

Impairment  of  Long-Lived  Assets
----------------------------------

The  Company  evaluates the carrying value of its long-lived assets periodically
to  determine  potential  impairment  by  comparing  the  carrying  value of the
long-lived  assets  with the estimated future cash flows expected to result from
the use of the assets, including cash flows from disposition.  Should the sum of
the  expected  future  cash  flows  be less than the carrying value, the Company
would  recognize  an  impairment  loss.  An impairment loss would be measured by
comparing  the  amount by which the carrying value exceeds the fair value of the
long-lived  assets  and  intangibles.  To  date,  management  has  established
provisions  for  the  impairment of its fixed and intangible assets in the event
sufficient  revenues  do  not  materialize  in  the  near  future.

Fair  Value  of  Financial  Instruments
---------------------------------------

The fair values of the Company's demand notes payable, note payable to bank, and
long-term  debt  are  estimated  based on interest rates for the same or similar
debt  having  the  same  or  similar  remaining maturities with similar risk and
collateral  requirements.  The  estimated  fair  values  of  notes  payable  and
long-term  debt  was approximately $122,000 at December 31, 2001 and $111,000 as
of  December  31,  2000.

Research  and  Development
--------------------------

Research  and  development costs, whether performed by the Company or by outside
parties  under  contract,  are  charged  to  operations  as  incurred.


                                  (Continued)
                                        8
<PAGE>
                              PAGELAB NETWORK, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE  1 - SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  OTHER
          INFORMATION  (Continued)

Basic  and  Diluted  Net  Loss  Per  Share
------------------------------------------

Basic  per-share amounts are computed, generally, by dividing net income or loss
by  the weighted-average number of common shares outstanding.  Diluted per-share
amounts  assume  the  conversion,  exercise, or issuance of all potential common
stock  instruments,  unless  their  effect is antidilutive, thereby reducing the
loss  or  increasing  the  income  per  common  share.

The  Company has granted options and warrants to purchase shares of common stock
at  various amounts per share (see Note 6).  Those options and warrants were not
included  in  the  computation of dilutes earnings per share because the Company
incurred  losses in both years.  The inclusion of potential common shares in the
calculation  of  dilutes  loss  per  share  would  have  an antidilutive effect.
Therefore,  basic and diluted loss per share amounts are the same in each period
presented.

Concentrations,  Risks  and  Uncertainties
------------------------------------------

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

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

     Disputed  Liabilities
     ---------------------

     During  2001,  the  Company  was  billed  $20,082 for goods and services it
     claims  it did not receive. These disputed liabilities are not reflected in
     the  accompanying  financial  statements.  Management feels that no amounts
     will  ever  have  to  be  paid  on  this  disputed  liabilities.  Due  to
     uncertainties,  however,  it  is  at  least  reasonably  possible  that
     management's estimate will change during the next year. That amount can not
     be  estimated.


                                  (Continued)
                                        9
<PAGE>
                              PAGELAB NETWORK, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE 1 - SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  OTHER
         INFORMATION  (Continued)

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

     Disputed  Liabilities  (Continued)
     ---------------------

     In  2001,  the  Company  entered  into  agreements to issue 1,021,900, some
     restricted  and  some  unrestricted,  shares of its common stock to various
     service providers. The Company later found that these service providers had
     not  performed  any  services  for  the  Company.  Accordingly, the Company
     notified  its  stock  transfer agent to cancel these disputed certificates.
     The  restricted  certificates  can  be  canceled  when  presented,  but the
     unrestricted shares are only cancelable if the certificates are voluntarily
     returned.  To  date none of the disputed certificates have been voluntarily
     returned.  At  December  31,  2001,  these  disputed  shares  are  shown as
     outstanding in the accompanying financial statements. The Company's ability
     to  recover  any  of  these  shares  can  not  be  determined.

Comprehensive  Income
---------------------

SFAS  No.  130  establishes  standards  for  the  reporting  and  disclosure  of
comprehensive  income  and its components which will be presented in association
with the Company's financial statements.  Comprehensive income is defined as the
change  in  a  business  enterprise's  equity  during  a  period  arising  from
transactions,  events  or  circumstances  relating  to nonowner sources, such as
foreign  currency  translation  adjustments  and  unrealized  gains or losses on
available-for-sale  securities.  It  includes  all  changes  in  equity during a
period  except  those  resulting from investments by or distributions to owners.
For  the  years  ended  December 31, 2001 and 2000, net income and comprehensive
income  were  equivalent.


                                  (Continued)
                                       10
<PAGE>
                              PAGELAB NETWORK, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE 1 - SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  AND  OTHER
         INFORMATION  (Continued)

Income  Taxes
-------------

The  Company accounts for income taxes in accordance with Statement of Financial
Accounting  Standards  No. 109, "Accounting for Income Taxes" which requires the
use of the "liability method" of accounting for income taxes.  The Company's net
operating  loss  carryforwards  are fully allowed for due to questions regarding
the  Company's  ability  to  utilize  these  losses  before  they  expire.

Reclassifications
-----------------

Certain  reclassifications  have  been  made to the 2000 financial statements to
conform  to  the  2001  presentation.  These reclassifications had no net income
effect.


NOTE  2  -  BASIS  OF  PRESENTATION

The  financial  statements  have  been  prepared on a going-concern basis, which
contemplates  the  realization of assets and the satisfaction of liabilities and
commitments  in  the  normal course of business.  The Company has incurred a net
loss  of  $1,737,918  in  the  year ended December 31, 2001 and has incurred net
losses  of  $3,042,414 inception to date.  In addition, as of December 31, 2001,
the  Company  had  a  stockholders'  deficit  of  $693,131.

These  factors,  among  others,  indicate  that  the  Company may not be able to
continue  as  a  going  concern  for a reasonable period of time.  The Company's
working  capital  requirements for 2000 were met by the issuance of common stock
and  exercise  of  warrants  of  $675,000  and  the receipt of $84,000 in bridge
financing.  In  2001,  insufficient  working capital could not be raised and the
Company  was  forced  to terminate employees and vacate its offices.  At present
the  Company  is  fully  dependent upon the support of its President and largest
stockholder  for  the  maintenance  of  its  corporate  status.


                                  (Continued)
                                       11
<PAGE>
                              PAGELAB NETWORK, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE  2  -  BASIS  OF  PRESENTATION  (Continued)

The  Company  continues  to  seek  debt and equity financing to fund its working
capital  needs.  The Company is also seeking a merger candidate.  Failure of the
Company  to  find  a  merger  candidate and achieve profitable operations or the
failure  of  its  stockholder(s) to fund necessary expenses of the Company could
result  in the Company being unable to continue as a going concern.  No estimate
can  be made of the range of loss that is reasonably possible should the Company
be  unsuccessful.


NOTE  3  -  PROPERTY  AND  EQUIPMENT

Property and equipment consisted of the following at December 31:

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

     Office and computer equipment  $ 27,990   $44,134
     Vehicles                              -     4,000
                                    ---------  --------
                                      27,990    48,134
     Accumulated depreciation         (8,206)   (8,313)
     Reserve for impairment          (14,784)        -
                                    ---------  --------

                                    $  5,000   $39,821
                                    =========  ========

Depreciation expense was $9,449 in 2001 and $9,259 in 2000.


NOTE  4  -  INTANGIBLE  ASSETS

Intangible assets consisted of the following at December 31:

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

     Technology                $ 250,000   $250,000
     Trademarks                   10,804      4,708
                               ----------  ---------
                                 260,804    254,708
     Accumulated amortization   (117,475)   (66,802)
     Reserve for impairment     (122,329)   (91,667)
                               ----------  ---------

                               $  21,000   $ 96,239
                               ==========  =========

NOTE  5  -  LONG  TERM  DEBT

Long-term debt consisted of the following at December 31:

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

     6% note payable to majority stockholder,
       payable in monthly installments of
       $2,915, including interest, to April 1,
       2004, unsecured.                           $110,919  $114,906

     6% note payable to majority stockholder,
       payable in fully, including interest,
       on September 1, 2003, unsecured.             20,000    20,000

     10% subordinated convertible notes, payable
       in quarterly interest-only payments,
       with principal due at various dates
       through March 2002, unsecured (a) (b).       94,000    54,000

     Other                                               -     3,342
                                                  --------  ---------
                                                   224,919   192,248
     Less current maturities                       160,184   (96,237)
                                                  --------  ---------

                                                  $ 64,735  $ 96,011
                                                  ========  =========

(a)  The  holders of these notes have the right to convert each dollar of unpaid
     principal  to  one  share  of  common  stock.  As additional incentive, the
     Company  also  granted  warrants to purchase 94,000 shares of the Company's
     common  stock  for  $1.00  per  share.  These  warrants  are  immediately
     exercisable  and  expire  December  31,  2002.  The value ascribed to these
     warrants  was  nominal  using  the  Black-Scholes  option  pricing  model.

(b)  At  December  31, 2001, $54,000 of these convertible notes were in default.
     Subsequent  to December 31, 2001, the balance of these notes became due and
     entered  into  default.  In  March  2002,  a  $5,000  convertible  note was
     converted  into  125,000  shares  of the Company's common stock at $.04 per
     share.


                                  (Continued)
                                       12
<PAGE>
                              PAGELAB NETWORK, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE  5  -  LONG  TERM  DEBT  (Continued)

Approximate  maturities  of  long-term  debt  are  as  follows:

Years ending December 31:
  2002                      $160,184
  2003                        53,206
  2004                        11,529
                            --------

                            $224,919
                            ========

NOTE  6  -  STOCK  OPTIONS  AND  WARRANTS

As  a  part  of the exempt offering of common stock which took place in December
1999  and  January  2000,  the  Company  agreed  to  issue  warrants to purchase
1,190,000  shares  of  common  stock  at $0.20 per share expiring June 30, 2001.

Stock  Options: During 1999, the Company adopted the PageLab Network, Inc. Stock
Option  and  Stock  Award  Plan  (the  Plan).  The  Plan permits the granting of
"incentive  stock  options"  meeting  the  requirements  of  Section  422 of the
Internal  Revenue  Code  of 1986, as amended, and nonqualified options, which do
not meet the requirements of Section 422.  A total of 2,500,000 shares have been
reserved  under  the  Plan  through  the  period  ending December 31, 2001.  All
options will be granted at an exercise price not less than the fair market value
of  the  common  stock  on the grant date according to the plan provisions.  The
options  granted  to  participants  owning more than 10 percent of the Company's
outstanding  voting stock must be granted at an exercise price not less than 110
percent  of  fair  market  value  of the common stock on that date.  The options
shall  expire  on the date determined by the Board of Directors, but not greater
than  10  years  from  the  grant  date.


                                  (Continued)
                                       13
<PAGE>
                              PAGELAB NETWORK, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE  6  -  STOCK  OPTIONS  AND  WARRANTS  (Continued)

Grants  under  that  Plan  are  accounted  for  following APB Opinion No. 25 and
related interpretations.  Compensation costs for options granted to nonemployees
of $27,075 were charged to income for the stock option grants for the year ended
December 31, 2000.  The fair value of each option grant is estimated on the date
of  the  grant  using  the Black-Scholes option pricing model with the following
weighted-average  assumptions:

     Expected  dividend  yield                         -
     Expected  stock  price  volatility              20%
     Risk-free  interest  rate              5.01 - 5.20%
     Expected  life  of  options             2 - 3 years

A summary of outstanding options under the Plan is as follows:

<TABLE>
<CAPTION>
                                 2001                     2000
                      -------------------------  -----------------------
                                      Weighted-               Weighted-
                                        Average                 Average
                                       Exercise                Exercise
                         Shares           Price    Shares         Price
                      ------------  -----------  ----------  -----------
<S>                   <C>           <C>          <C>         <C>
Outstanding at
 beginning of period    2,008,970   $      0.50  1,200,000   $       .02
   Granted                 40,000          1.00  1,088,970           .75
   Exercised             (200,000)   .20 to .75    (30,000)          .20
   Canceled            (1,020,000)          .20   (250,000)          .20
                      ------------  -----------  ----------  -----------

Outstanding at
 end of period            828,970   $.20 to .50  2,008,970   $.20 to .50
                      ============  ===========  ==========  ===========

Weight-average fair
  value of options
  granted during the
  year                              $         -              $       .15
                                    ===========              ===========
</TABLE>


                                  (Continued)
                                       14
<PAGE>
                              PAGELAB NETWORK, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE  7  -  INCOME  TAXES

The  Company's  net  operating  loss  carryforwards are fully allowed for due to
questions  regarding  the  Company's ability to utilize these losses before they
expire.

                                        2001         2000
                                    -----------  -----------
Deferred tax asset relating to net
  operating loss carryforwards      $  630,000   $  310,000
Valuation allowance                   (630,000)    (310,000)
                                    -----------  -----------

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

At March 31, 2001, the Company
has carryforwards as follows:

                                       Federal      State
                                    -----------  -----------

    2014                             $   49,000   $   49,000
    2015                              1,010,000    1,010,000
    2016                              1,051,000    1,051,000
                                    -----------  -----------

                                    $2,110,000   $2,110,000
                                    ===========  ===========


                                  (Continued)
                                       15
<PAGE>
                              PAGELAB NETWORK, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE  8  -  SUPPLEMENTAL  INFORMATION

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

Supplemental disclosure of
cash flow information:
    Cash paid during the year for interest     $ 2,619  $ 6,628
                                               =======  =======

Supplemental disclosure of noncash investing
  and activities:
    Transfer of vehicle to stockholder for
      long-term debt                           $ 4,000  $     -
                                               =======  =======
    Common stock issued for fixed assets       $ 4,500  $     -
                                               =======  =======
    Common stock issued and warrants and
      options exercised for liabilities        $49,063  $     -
                                               =======  =======
    Long-term debt converted to common stock   $     -  $50,000
                                               =======  =======
    Note payable incurred for the purchase of
      property and equipment                   $     -  $ 4,000
                                               =======  =======


                                  (Continued)
                                       16
<PAGE>
                              PAGELAB NETWORK, INC.

                        NOTES TO THE FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


NOTE  9  -  LEASE

The  Company  leases  its  offices under a month-to-month operating lease.  Rent
expense  was  $27,784  in  2001  and  $28,000  in  2000.

NOTE  10  -  SUBSEQUENT  EVENTS

     Merger  Attempt
     ---------------

     In  January  2002,  the  Company  entered into an agreement to merge with a
     publicly traded company. The Company issued 27,500,000 restricted shares to
     the  parties  involved in this merger. When the other party did not perform
     as  required  in the merger agreement the Company terminated the agreement.
     The  $20,000  earnest  money  received  has been retained by the Company as
     agreed  to  by  the  other  party.  The  other  party  has not returned the
     restricted  stock  certificates issued in contemplation of this merger. The
     Company's  stock  transfer has canceled these certificates in the Company's
     records.  If  presented for removal of this restrictive legend the physical
     certificates  will  also  be  canceled.

     Debt  Conversions
     -----------------

     In  2002,  the  Company  has  entered  into  signed agreements with various
     creditors  to  settle $278,327 in debt upon issuance of 1,031,958 shares of
     the  Company's  common stock and payment of $7,381 in cash. Shares have yet
     to  be  issued and the cash payments have not yet been paid in satisfaction
     of  this  debt.


                                       17
<PAGE>