SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


(Mark One)
   [X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
   of 1934 for the quarterly period ended March 31, 2001.

   [  ]  Transition report under Section 13 or 15(d) of the Securities Exchange
   Act of 1934 for the transition period from              to               .



         Commission file number: 0-30061
                                 -------


                               STARUNI CORPORATION
        (Exact name of small business issuer as specified in its charter)




              California                                95-2210753
             ------------                              ------------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
    incorporation or organization)





               1642 Westwood Blvd., Los Angeles, California 90024
               --------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                  (310) 4709358
                          -----------------------------
                           (Issuer's telephone number)


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

                                  Yes   XX    No


         The number of outstanding shares of the issuer's common stock, $0.001
par value (the only class of voting stock), as of May 1, 2001 was 32,093,079.

                                        1

<PAGE>



                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS..................................................3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS..................................4


                                     PART II

ITEM 2. RECENT SALES OF UNREGISTERED SECURITIES................................6

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................6


SIGNATURES.....................................................................7

INDEX TO EXHIBITS..............................................................8











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                                        2

<PAGE>



ITEM 1.           FINANCIAL STATEMENTS

     As used  herein,  the term  "Company"  refers  to  Staruni  Corporation,  a
California  corporation,  and its subsidiaries and predecessors unless otherwise
indicated.  Consolidated,  unaudited,  condensed  interim  financial  statements
including a balance sheet for the Company as of the quarter ended March 31, 2001
and  statements  of  operations,  and  statements  of cash flows for the interim
period up to the date of such  balance  sheet and the  comparable  period of the
preceding  year  are  attached  hereto  as  Pages  F-1  through  F-  5  and  are
incorporated herein by this reference.











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                                        3

<PAGE>



                               STARUNI CORPORATION
                       UNAUDITED CONDENSED BALANCE SHEETS
                              AS OF MARCH 31, 2001
<TABLE>
<CAPTION>

                                     ASSETS

<S>                                                                     <C>

Current assets
     Cash                                                                $     69,287
     Receivables                                                                5,657
     Advance to stockholder                                                    27,300
     Other assets                                                              67,598
                                                                         ------------
Total Current Assets                                                          169,842
                                                                         ------------
Property and equipment, net of accumulated depreciation                           211
Other assets
     Receivable - Embro Investments                                         1,500,000
Total Assets                                                             $  1,670,053
                                                                         ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY


Current liabilities
     Accounts and Accrued Payables                                       $      7,530
                                                                         ------------
Total Current Liabilities                                                       7,530
                                                                         ------------
TOTAL LIABILITIES                                                               7,530

Shareholders' Equity

Preferred
     Class B Preferred Stock, no par value authorized
     5,000,000, shares, issued and outstanding 0 shares                             -
Common
     Common stock, no par value, 250,000,000 shares
     authorized, 32,093,079 shares issued and outstanding
     at March 31, 2001                                                      2,810,348

Common stock subscription (receivable)                                       (410,781)

Accumulated (deficit)                                                        (737,044)
                                                                         ------------
Net Stockholders' Equity                                                    1,662,523
                                                                         ------------
Total Liabilities and Stockholders' Equity                                  1,670,053
                                                                         ============
                                                                         $
</TABLE>

            See Accompanying Notes to Unaudited Financial Statements



                                       F-1

<PAGE>




                               STARUNI CORPORATION
                  UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
           FOR THE THREE AND SIX MONTHS ENDING MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>



                                                        Three Months Ended March 31,   Six Months Ended March 31,

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

Revenue                                                 $  121,477      $  69,434      $ 168,904    $  128,089

     Computer and Internet related expenses                 30,625         55,350         55,150        91,306
     General and administrative expenses                    90,874         35,122        124,872        84,953
                                                        ----------      ---------      ---------    ----------
Total operating expenses                                   121,499         90,472        180,022       176,259
                                                        ----------      ---------      ---------    ----------
Income (loss) from operations                                 (22)       (21,038)       (11,118)      (48,170)
(Loss) from discontinued operations                      (250,927)              -      (418,804)             -
Gain on sale of discontinued operations                    409,419              -        409,419             -
                                                        ----------      ---------      ---------    ----------
Income (loss) before provision for income taxes            158,470       (21,038)       (20,503)      (48,170)
Provision for income taxes                                       -              -              -             -
                                                        ----------      ---------      ---------    ----------
Net income (loss                                           158,470      $(21,038)      $(20,503)      (48,170)
                                                        ----------      ---------      ---------    ----------

Basic & dilutive income (loss) per weighted-average
share of common stock outstanding
Regular operations                                             (-)            (-)            (-)           (-)
Discontinued operations                                      (0.01              -         (0.02)             -
Sale of discontinued operations                               0.01              -           0.02             -
                                                        ----------      ---------      ---------    ----------
     Total                                              $     0.01      $    (-)       $    (-)     $      (-)
                                                        ----------      ---------      ---------    ----------


Weighted-average number of common stock
outstanding                                             31,229,746      13,881,827     25,366,412   13,881,827
                                                        ----------      ----------     ----------   ----------
</TABLE>


            See Accompanying Notes to Unaudited Financial Statements


                                       F-2

<PAGE>



                       STARUNI CORPORATION AND SUBSIDIARY
        UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDING MARCH 31, 2001 AND 2000
<TABLE>
<CAPTION>

                                                                                  Six Months Ended March 31
                                                                                         Unaudited
<S>                                                                             <C>             <C>

                                                                                    2001           2000
                                                                                 ---------        --------
Cash Flows From Operating Activities Net (loss)                                  $(20,503)       $(48,170)
                                                                                 ---------        --------
Adjustments To Reconcile Net Loss To Net Cash
         Used In Operating Activities
                     Depreciation                                                   14,000               -
                     Stock issued for services                                      51,800               -
                     (Increase) decrease in receivables                              8,515             252
                     Increase (decrease) in accounts payable                       (1,414)         (1,500)
                     Increase (decrease) in accrued payables                       (1,784)            (26)
                                                                                 ----------       --------
                               Net Adjustment                                       71,117          56,841
                                                                                 ---------        --------
                              Net Cash provided(Used) In Operating Activities       50,614        (49,444)
                                                                                 ---------        --------

 Cash Flows From Investing Activities
                    Purchase of equipment                                                -         (8,491)
                                                                                 ---------        --------
                             Net Cash (Used) By Investing Activities                     -         (8,491)
                                                                                 ---------        --------
  Cash Flows From Financing Activities
                  (Increase) decrease in loans to stockholder (net)               (27,300)        (48,850)
                  Proceeds from issuance of capital stock (Net)                    (4,616)         111,444
                   Increase  in long-term liabilities                                    -             850
                                                                                 ---------        --------
                           Net Cash Provided (used) By Financing Activities       (31,916)          63,444
                                                                                 ---------        --------
Net increase (decrease) in cash                                                     18,698           5,509
Cash-beginning                                                                      50,589         160,892
                                                                                 ---------        --------
Cash-end                                                                         $  69,287        $166,401
                                                                                 ---------        --------
Other information
      Interest paid in cash                                                      $  92,600        $      -
                                                                                 =========        ========
Stock issued for services in lieu of cash                                           51,800               -
                                                                                 =========        ========
Receivable from Embro Investment in lieu of cash                                 1,500,000               -
                                                                                 =========        ========
</TABLE>

            See Accompanying Notes to Unaudited Financial Statements

                                       F-3

<PAGE>



                               STARUNI CORPORATION
                      NOTES TO UNAUDITED INTERIM CONDENSED
                              FINANCIAL STATEMENTS
                       FOR THE PERIOD ENDED March 31, 2001


NOTE 1 - BASIS OF PRESENTATION

          The interim financial  statements at March 31, 2001, and for the three
          and six month periods ended March 31, 2001 and 2000 are unaudited, but
          include all adjustments  which the Company  considers  necessary for a
          fair presentation.

          The accompanying  unaudited  financial  statements are for the interim
          periods and do not include all disclosures normally provided in annual
          financial  statements,  and  should  be read in  conjunction  with the
          Company's  Form  10-KSB for the year ended  September  30,  2000.  The
          accompanying  unaudited interim financial statements for the three and
          six month periods ended March 31, 2001, are not necessarily indicative
          of the results which can be expected for the entire year.

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation

          The  accompanying   consolidated   financial  statements  include  the
          accounts  of its wholly  owned  subsidiary,  Pego  Systems,  Inc.  All
          intercompany  balances and  transactions  have been  eliminated.  Pego
          Systems, Inc. was acquired November 16, 2000 and sold March 1, 2001.

NOTE 3 - ACQUISITION AND DISCONTINUED OPERATIONS OF SUBSIDIARY

          In  November  2000  the  Company  acquired  all of the  stock  of Pego
          Systems, Inc. (Pego) for 15,000,000 shares of the Company, or whatever
          amount  equals 50% of the Company after the  acquisition.  The Company
          has closed down the operations of Pego since its acquisition. Pego was
          sold March 1, 2001.

          The Company has compiled the  financial  statements  of Pego  Systems,
          Inc. as of November  16, 2000 (date of  acquisition)  and December 31,
          2000.   Management   has  reported  this   activity  as   discontinued
          operations.

                                       F-4

<PAGE>



                               STARUNI CORPORATION
            NOTES TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
                                   (CONTINUED)

           Below summarizes the results of the discontinued operations

                               PEGO SYSTEMS, INC.
            UNAUDITED CONDENSED STATEMENT OF DISCONTINUED OPERATIONS
                              FOR THE PERIOD ENDING
<TABLE>
<CAPTION>

                                        3 Months ending   Six months ending
                                        March 31, 2001      March 31, 2001
<S>                                    <C>                <C>

Net Sales                               $             -    $       344,013
                                        ---------------    ---------------

Direct cost of sales                                  -            280,000
Interest expense                                 60,000             92,600
General and administrative expenses             190,927            390,217
                                        ---------------    ---------------

Total operating expenses                        250,927            762,817
                                        ---------------    ---------------

Income (loss) from operations before
provision for income taxes                    (250,927)          (418,804)

Provision for income taxes                           -                  -
                                        ---------------    ---------------

Net (loss)                              $     (250,927)      $   (418,804)
                                        ---------------    ---------------

</TABLE>








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                                       F-5

<PAGE>



ITEM     2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

The  Company's  major focus has been the  creation  and  development  of its ISP
business. As a by-product, the Company has also been involved in the development
of its Web Hosting and Web Design business.

Results of Operations

During the second quarter of 2001, the Company improved its financial condition.
The Company  increased  its revenues over the  comparable  quarter and six month
periods in 2000.  As a direct  result of  increased  revenues  for the first and
second quarters of 2001, the Company's overall financial health is improving.

On November 16, 2000, the Company acquired from Enova Holdings,  Inc. all of the
outstanding  shares of Pego  Systems,  Inc.  in  exchange  for  Fifteen  Million
(15,000,000)  restricted shares of the common stock of Staruni.  Enova Holdings,
Inc. is a Nevada corporation, with its principal offices located in Los Angeles,
California.

Pego  Systems,  Inc.  was a  privately  held  corporation  in  the  business  of
distribution and development of environmental-control and filtration systems. It
had been in business for 27 years with such  customers as Coca- Cola,  Mobil Oil
and other  Fortune 500  Companies.  The addition of Pego,  with its  significant
revenues,  was expected to add significant  shareholder  value to Staruni.  Pego
owned a manufacturing site,  consisting of a 22,000 square foot facility located
in Long Beach California.

The Company  operated  Pego  Systems,  Inc. as a wholly  owned  subsidiary  from
November  16,  2000  until  March  1,  2001.  On  March  1,  2001,  the  Company
discontinued  operations of Pego Systems,  Inc. and sold 100% of its interest in
Pego Systems,  Inc. to Embro Investments of Hong Kong, Peoples Republic of China
for the sum of one million five hundred thousand dollars ($1,500,000). See Stock
Purchase Agreement, exhibit 10(ii).

The $1,500,000 is represented by a promissory note which accrues  interest at 8%
per annum and is due and  payable on January  14,  2004.  See  Promissory  Note,
exhibit 10(i).


Three Months ended March 31, 2001 and Six Months ended March 31, 2001

Gross revenues for the three months ended March 31, 2001 were $121,477  compared
to $69,434  for the same  period in 2000,  an  increase  of  $52,043.  The gross
revenues  for the three  months  ended  March 31,  2001,  were  higher  than the
comparable three months in 2000 due to the Company operating Pego Systems.

Gross revenues for the six months ended March 31, 2001 were $168,904 compared to
$128,089 for the same period in 2000, an increase of $40,815. The gross revenues
for the six months ended March 31,  2001,  were higher than the  comparable  six
months in 2000 due to the operation of Pego Systems.

Net income was $158,470 for the three months ended on March 31, 2001 compared to
a net loss of $21,038 for the comparable three months in 2000. Net income (loss)
as a  percentage  of revenues  for the three month  periods were 130% and (30%),
respectively. The increase in net income resulted from an increase in revenues.

Net losses were  $20,503 for the six months  ended on March 31, 2001 and $48,170
for the comparable six months

                                        4

<PAGE>



in 2000.  Net loss as a percentage  of revenues  for the six month  periods were
(12%) and (3%),  respectively.  The  decrease  in net  losses  resulted  from an
increase in revenues.

General, and administrative  expenses were $90,874 for the three months ended on
March 31,  2001 and $35,122 for the  comparable  period in 2000,  an increase of
$55,752,  or  approximately  159%.  The  increase in general and  administrative
expenses resulted from the acquisition and operation of Pego Systems.

General,  and administrative  expenses were $124,872 for the six months ended on
March 31,  2001 and $84,953 for the  comparable  period in 2000,  an increase of
$39,919.  The primary reason for the increase was the  acquisition and operation
of Pego Systems.

Operating loss was $22 during the three months ended on March 31, 2001, compared
to an operating  loss of $21,038 for the  comparable  three months in 2000.  The
Company's  operating  loss  decreased  $21,016 or over 99% for the three  months
ended March 31, 2001 because of the operation of Pego Systems.

Operating  loss was  $11,118  during  the six  months  ended on March 31,  2001,
compared to an operating  loss of $48,170 for the comparable six months in 2000.
The Company's  operating loss decreased  $37,052 or 77% for the six months ended
March 31, 2001 because of the operation of Pego Systems.

Capital Resources and Liquidity

The  Company had a net working  capital  surplus of $162,312  for the six months
ended  March 31,  2001,  as  compared  to  $121,842  as of  September  30,  2000
(year-end).

Net  stockholders'  equity in the Company was  $1,662,523  as of March 31, 2001,
compared to  stockholder's  equity of $121,869 as of  September  30,  2000.  The
increase  in net  stockholder's  equity  is  primarily  due to the  sale of Pego
Systems and correspondent increase in receivables and stock issued.

Cash flows  provided by  operations  were $50,614 for the six months ended March
31,  2001 as  compared  to cash flows  used in  operations  of  $49,444  for the
comparable period in 2000.

Cash flows used by investing  activities  were $0 for the six months ended March
31, 2001 and $8,491 for the six months ended March 31, 2000.

Cash flows used by financing  activities  were $31,916 for the six months ending
March 31, 2001, as compared to $63,444 generated by financing activities for the
comparable  period in 2000. The Company's  financing  activities  have primarily
consisted of private placements of its common stock.

Impact of Inflation

The Company  believes that  inflation has had a negligible  effect on operations
over the past three years. The Company believes that it can offset  inflationary
increases  in the cost of  materials  and  labor  through  increased  sales  and
improved operating efficiency.

Capital Expenditures

The Company made no significant capital expenditures on property or equipment
during either 2000 or to date in 2001.  The Company has no present plans for

                                        5

<PAGE>



any significant capital expenditures during the remainder of this fiscal year

                                     PART II

ITEM 2.           RECENT SALES OF UNREGISTERED SECURITIES

The following is a list of all securities  sold by the Company within the period
covered by this report, including,  where applicable, the identity of the person
who purchased the securities, title of the securities, and the date sold.

On January 17, 2001, the Company issued 2,590,000 shares of its common stock, at
$0.01 per share,  to the  individuals  listed  below in  exchange  for  services
rendered to the Company each pursuant to section 4(2) of the  Securities  Act of
1933 in an isolated  private  transaction by the Company which did not involve a
public offering.

-------------------------------------------------------------------------------
Name                                                          Number of Shares
John DeLisa                                                   100,000
Frederic Cohn                                                 1,000,000
Vincent Barone                                                200,000
James Morris                                                  100,000
Joseph Mazin                                                  50,000
Mikel Mahjobi                                                 140,000
Bruce Stuart                                                  1,000,000
-------------------------------------------------------------------------------


The Company made this offering based on the following factors:  (1) The issuance
was an  isolated  private  transaction  by the  Company  which did not involve a
public  offering,  being made to seven  individuals for services  rendered;  (2)
there were only seven offerees who were issued stock for services rendered;  (3)
the offerees  have not resold the stock but have  continued to hold it since the
date of issue; (4) there were no subsequent or contemporaneous  public offerings
of the stock; (5) the stock was not broken down into smaller denominations;  and
(6) the  negotiations  for the sale of the stock took place directly between the
offerees and the Company.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits Exhibits required to be attached by Item 601 of Regulation S-B
         are listed in the Index to Exhibits on page 10 of this Form 10-QSB, and
         are incorporated herein by this reference.

(b)      Reports on Form 8-K.   The Company filed no reports on Form 8-K during
         the period covered by this report.




                                        6

<PAGE>



                                   SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, this 17th day of May, 2001.


                                      Staruni Corporation

                                       /s/ Bruce D. Stuar
                                      -----------------------------------------
                                      Bruce D. Stuart, Chief Executive Officer,
                                      Chief Financial Officer


































                                        7

<PAGE>



                                INDEX TO EXHIBITS

Exhibit
No.               Page No.          Description

2(i)              *        Articles of Incorporation of Altius Corp. dated
                           February 1, 1962 and filed February 5, 1962.

2(ii)             *        Certificate of Amendment of Articles of Incorporation
                           of Altius Corp. dated January 29, 1971 and filed
                           April 9, 1971.

2(iii)            *        Certificate of Amendment of Articles of Incorporation
                           of Altius Corp. dated December 30,1996 and filed
                           March 24, 1997 wherein the name of the corporation
                           was changed from Altius Corp. to Staruni Corporation.

2(iv)                      * Certificate of Amendment of Articles of
                           Incorporation of Staruni Corporation dated June 15,
                           1999 and filed August 20, 1999.

2(v)              *        By-Laws of Altius Corp. (Staruni Corporation) dated
                           February 8, 1962

10(i)             9        Promissory Note of Embro Investments in the amount of
                           $1,500,000 dated March 1, 2001

10(ii)            11       Stock Purchase Agreement dated January 8, 2001
                           between Embro Investments and Staruni Corporation

* Incorporated by reference from Form 10-SB filed March 22, 2000.



















                                        8

<PAGE>



                                  Exhibit 10(i)

PROMISSORY NOTE

$1,500,000                                                      Date: 3/1/2001

For value received, the undersigned EMBRO INVESTMENTS, (the "Borrower"), at Hong
Kong, Peoples Republic of China.  promises to pay to the order of STARUNI CORP.,
(the "Lender").  at 1624 Westwood Blvd.,  Westwood  California  90022,  (or such
other place as the Lender may  designate  in writing)  the sum of  $1,500,000.00
with interest at the annual rate of eight (8%) percent.

The unpaid principal and interest shall be payable in full on January 14, 2004.

Unpaid  principal after the due date shall accrue interest at the rate of 18.00%
annually until paid.

All payments on this Note shall be applied first in payment of accrued  interest
and any remainder in payment of principal.

The Borrower reserves the right to prepay this Note by making payment in full of
the remaining unpaid principal and accrued interest.

If any payment  obligation  under this Note is not paid when due,  the  Borrower
promises to pay an costs of  collection,  including  reasonable  attorney  fees,
whether or not a lawsuit is commenced as pant of the collection process.

If any of the  following  events  of  default  occur,  this  Note and any  other
obligations of the Borrower to the Lender, shall become due immediately, without
demand or notice:

      1) the failure of the Borrower to pay the principal and any accrued
      interest in full on or before the due date;

      2) the filing of bankruptcy proceedings involving the Borrower as a
      debtor;

      3) the application for appointment of a receiver for the Borrower;

      4) the making of a general assignment for the benefit of the Borrower's
      creditors;

      5) the insolvency of the Borrower

      6) a misrepresentation by the Borrower to the Lender for the purpose of
      obtaining or extending credit.

If my one  or  more  of  the  provisions  of  this  Note  are  determined  to be
uninforceable,  in whole or in part,  for any reason,  the remaining  provisions
shall remain fully operative.

All payments of  principal  and interest on this Note shall be paid in the legal
currency of the United  States.  The Borrower  waives  presentment  for payment,
protest, and notice of protest and nonpayment of this Note.

No  renewal  or  extension  of this Note,  delay in  enforcing  any right of the
Lenderr under this Note, or assignment by the Lender of this Note shall affect

                                        9

<PAGE>



the liability or the obligations of the Borrower. All rights of the Lender under
this Note are cumulative and may be exercised  concurrently or  consecutively at
the Lender's option.

This Note shall be  construed in  accordance  with the laws of the State of Hong
Kong.

Signed this 15th day of February, 2001, at Hong Kong, Peoples Republic of China.

Borrower:
EMBRO INVESTMENTS


By:    /s/ Chen Kuok Nien
     --------------------
      , Managing Director



































                                       10

<PAGE>



                                 Exhibit 10(ii)

                            STOCK PURCHASE AGREEMENT

This Stock  Purchase  Agreement  ("Agreement")  is entered  into this 8th day of
January,  2001  ("Effective  Date") by and between  Staruni  Corp,  ("SRUN"),  a
California   Corporation   with  principal   offices  located  in  Los  Angeles,
California,  and Embro Investments  ("EMBRO"),  a BVI Corporation with principal
offices located in Hong Kong.

WHEREAS,  EMBRO  desires to acquire from SRUN all of the  outstanding  shares of
Pego Systems,  Inc. a wholly owned  subsidiary of SRUN, and SRUN desires to sell
all of the issued and outstanding shares of Pego, Inc., a California Corporation

NOW, THEREFORE with the above being incorporated into and made a part hereof for
the mutual  consideration  set out herein and,  the receipt and  sufficiency  of
which is hereby acknowledged, the parties agree as follows:

  1.   Terms of Sale. SRUN will transfer thirty-three thousand shares of common
       stock of Pego Systems, Inc., a California Corporation (a figure
       representing 100% of the shares of Pego Systems, Inc.) to EMBRO and EMBRO
       will issue its promissory note in the amount of ONE MILLION FIVE HUNDRED
       THOUSAND ($1,500,000) DOLLARS, which shall be due and payable on the 14th
       day of January 2004, and said promissory note being annexed hereto and
       made a part hereof.

  2.   Termination.  This Agreement shall be valid and binding as of the date of
       execution hereof of both the agreement and promissory note

       A. By EMBRO

           (1)  If there shall be any actual or threatened action or proceeding
                by or before any court or any other governmental body which
                shall seek to restrain, prohibit, or invalidate the transactions
                contemplated by this Agreement and which, in judgment of such
                board of directors made in good faith and based upon the advice
                of legal counsel, makes it inadvisable to proceed with the
                transactions contemplated by this agreement; or

           (2)  If the Closing shall not have occurred prior to January 15,
                2001, or such other date as shall have been approved by the
                parties hereto, other than for the reasons set forth herein;

           (3)  If SRUN shall fail to comply in any material respect with any of
                its covenants or agreements contained in this Agreement or any
                of the representation or warranties of SRUN contained herein
                shall be inaccurate in any material respect;

       B. By SRUN:

            (1) If EMBRO shall fail to comply in any material respect with any
                of its or their covenants or agreements contained in this
                Agreement or if any of the representations or warranties of
                EMBRO contained herein shall be innacurate in any material
                respect; or


                                       11

<PAGE>



In the event this  Agreement  is  terminated  pursuant to this  paragraph,  this
Agreement  shall be of no further  force or affect,  no  obligation,  right,  or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting,  printing, and other costs incurred in connection with
negotiation,  preparation  and execution of the  Agreement  and the  transaction
herein  contemplated.

4.  Representation  and Warranties of SRUN. SRUN hereby  represents and warrants
that  effective  this  date  and  the  Closing  Date,  the  representations  and
warranties listed below are true and correct.

       A.   Corporate Authority.  SRUN has the full corporate power and
            authority to enter this Agreement and to carry out the transactions
            contemplated by this Agreement.  The Board of Directors of SRUN has
            duly authorized the execution, delivery, and performance of this
            Agreement.

       B.   No Conflict With Other Instruments.  The execution of this Agreement
            will not violate or breach any document, instrument, agreement,
            contract, or committment material to the business of Pego Systems,
            Inc. to which SRUN is a party and has been duly authorized by all
            appropriate and necessary action.

       C.   Deliverance of Shares.  As of the Closing Date, the Pego Shares to
            be delivered to EMBRO will constitute valid and legally issued
            shares of Pego Systems, fully paid and non-assessable.

       D.   SRUN has furnished to EMBRO certain unaudited and internally created
            Financial Statements regarding Pego Systems, Inc. These statements
            are dated November November 8, 2000 and cover the period of January
            1, 2000 through September 30, 2000. Said Statements are attached
            hereto as Exhibit "A".

5. Representations and Warranties of EMBRO. EMBRO hereby represents and warrants
that,  effective  this  date  and the  closing  date,  the  representations  and
warranties listed below are true and correct.

       A.   Corporate Authority. EMBRO has the full corporate power and
            authority to enter this agreement and to carry out the transactions
            contemplated by this Agreement.  The Board of Directors of EMBRO has
            duly authorized the execution, delivery, and performance of this
            Agreement.

       B.   No Conflict With Other Instruments.  The execution of this Agreement
            will not violate or breach any document, instrument, agreement,
            contract, or commitment material to the business of EMBRO to which
            EMBRO is a party and has been duly authorized by all appropriated
            [sic] and necessary action.

6. Closing.  The Closing as herein referred to shall occur upon such date as the
parties  hereto may  mutually  agree  upon,  but is  expected to be on or before
January  15th,  2001 by which time all parties  shall have  completed  their due
diligence.

     At  closing  SRUN will  deliver  the Pego  shares  to EMBRO and EMBRO  will
deliver the fully executed promissory note to SRUN.

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7. Conditions Precedent of SRUN to Effect Closing. All obligations of SRUN under
this Agreement are subject to fulfillment  prior to or as of the Closing Date of
each of the following conditions:
       A.   The representations and warranties by and on behalf of SRUN
            contained in this Agreement or in any certificate or documents
            delivered to EMBRO pursuant to the provisions hereof shall be true
            in all material respects at and as of the time of closing as though
            such representations and warranties were made at and as of such
            time.

       B.   SRUN shall have performed and complied with all covenants,
            agreements and conditions required by this Agreement to be performed
            or complied with by it prior to or at the closing.

       C.   All instruments and documents delivered to SRUN pursuant to the
            provisions hereof shall be reasonably satisfactory to EMBRO.

       Conditions Precedent to EMBRO to Effect Closing. All obligations of EMBRO
  under this agreement are subject to fulfillment prior to or as of the date of
  Closing, of each of the following conditions:

       A.   The representations and warranties by and on behalf of EMBRO
            contained in this Agreement or in any certificate or documents
            delivered to SRUN pursuant to the provisions hereof shall be true in
            all material respects at and as of the time of closing as though
            such representations and warranties were made at and as of such
            time.

       B.   EMBRO shall have performed and complied with all covenants,
            agreements and conditions required by this Agreement to be performed
            or complied with by it prior to or at the closing.

       C.   All instruments and documents delivered to SRUN pursuant to the
            provisions hereof shall be reasonably satisfactory to SRUN.

  1.   Damages and Limit of Liability. Each party shall be liable, for any
       material breach of the representations, warranties, and covenants
       contained herein, which results in a failure to perform any obligation
       under this Agreement only to the extent of the expenses incurred in
       connection with such breach of failure to perform Agreement.

  2.   Nature and Survival of Representations and Warranties. All
       representations and warranties and covenants made by any party in this
       Agreement shall survive the Closing hereunder. All of the parties hereto
       are executing and carrying out the provisions of this Agreement in
       reliance solely on the representations, warranties and covenants and
       agreements contained in this Agreement or at the Closing of the
       transactions herein provided for and not upon any investigation upon
       which it might have made or any representations, warranty, agreement,
       promise, or information, written or oral, made by the other party or any
       other person other than as specifically set forth herein.

  3.   Indemnification Procedures.

       A.   Pego Systems, Inc. presently is in debt to Comerica Bank for
            approximately $950,000.  Said sum has been guaranteed by Enova
            Holdings, Inc. and the Hartcourt Companies (OTCBB "HRCT") There is a
            present litigation in the matter with Comercia Bank suing both Pego
            and HRCT.  Both Hartcourt and Enova have agreed to remain as

                                       13

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            guarantors of such debt (until and unless any court of competent
            jurisdiction shall rule otherwise) and shall hold EMBRO harmless for
            any and all costs incidental to this matter.

       B.   If any other claim is made by a party which would give rise to a
            right of indemnification under this paragraph, the party seeking
            indemnification (indemnified party) will promptly cause notice
            thereof to be delivered to the party from whom is sought
            (indemnifying party).  The Indemnified Party will permit the
            Indemnifying Party to assume the defense of any such claim or any
            litigation resulting from the claims.  Counsel for the Indemnifying
            Party which will conduct the defense must be approved by the
            Indemnified Party (whose approval will not be unreasonably
            withheld), and the Indemnified Party may participate in such defense
            at the expense of the Indemnified Party. The Indemnifying Party will
            not in the defense of any such claim or litigation, consent to the
            entry of any judgment or enter into any settlement without the
            written consent of the Indemnified Party (which consent will not be
            unreasonably withheld).  The Indemnified Party will cooperate fully
            with the Indemnifying Party and make available to the Indemnifying
            Party all pertinent information under its control relating to any
            such claim or litigation.  If the Indemnifying Party refuses or
            fails to conduct the defense as required in this Section, then the
            Indemnified Party may conduct such defense at the expense of the
            Indemnifying Party and the approval of the Indemnifying Party will
            not be required for any settlement or consent or entry of judgment.

12. Costs and  Expenses.  Enova and SRUN shall bear their own costs and expenses
in the proposed  exchange and transfer  described in this  Agreement.  Enova and
SRUN have been represented by their own attorney in this transaction,  and shall
pay the fees of its attorney, except as may be expressly set forth herein to the
contrary.

13.  Notices.  Any  notice  under  this  Agreement  shall be deemed to have been
sufficiently  given if sent by registered or certified  mail,  postage  prepaid,
addressed as follows:

       To SRUN:          Staruni Corp.
                         1624 Westwood Blvd.
                         Westwood, CA 90022
                         310-470-9358
                         310-470-9127 (telefax)
                         Attn: Bruce Stuart, Pfresident

       To EMBRO:         Embro Investments
                         Unit 18 18/F, New Commerce Centre
                         19 On Sum St, Shatin, NT
                         Hong Kong
                         2868 9488
                         Fax 2848 6121
                         Attn: Chen Kuok Nien, Managing director

  15.  Miscellaneous.


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          A.   Further Assurances.  At any time and from time to time, after the
               effective   date,   each  party  will  execute  such   additional
               instruments  and take such as may be reasonably  requested by the
               other  party  to  confirm  or  perfect   title  to  any  property
               transferred  hereunder  or  otherwise to carry out the intent and
               purpose of this Agreement.

          B.   Waiver.  Any  failure  on the part of any party  hereto to comply
               with any of its obligations,  agreements, or conditions hereunder
               may be waived in writing by the party to whom such  compliance is
               owed.

          C.   Headings.  The section and subsection  headings in this Agreement
               are inserted for convenience only and shall not affect in any way
               the meaning or interpretation of this Agreement.

          D.   Counterparts.  This Agreement may be executed  simultaneously  in
               two or more  counterparts,  each of  which  shall  be  deemed  an
               original,  but all of which together shall constitute one and the
               same instrument.

          E.   Governing  Law.  This  Agreement  was  negotiated  and  is  being
               contracted for in the State of California,  and shall be governed
               by  the  laws  of  Hong   Kong,   Peoples   Republic   of  China,
               notwithstanding  any  conflict-of-law  provision to the contrary.
               Any suit action or legal  proceeding  arising  from or related to
               this  Agreement  shall  be  submitted  for  binding   arbitration
               resolution to a judicial  Arbitration  and  Mediation  Service in
               Hong Kong.  Pursuant  to their  Rules of  Procedure  or any other
               mutually  agreed upon  arbitrator.  The parties agree to abide by
               decisions   rendered  as  final  and  binding,   and  each  party
               irravocably   [sic]   and   unconditionally   consents   to   the
               jurisdiction  of  such  courts  in such  suit,  action  or  legal
               proceeding and waives any objection to the laying of venue in, or
               the jurisdiction of said courts.

          F.   Binding Effect.  This Agreement shall be binding upon the parties
               hereto and inure to the benefit of the parties  their  respective
               heirs, administrators, executors, successors, and assigns.

          G.   Severability.  If any  part of this  Agreement  is  deemed  to be
               unenforceable  the balance of the Agreement  shall remain in full
               force and effect.

  IN WITNESS WHEREOF, the parties have executed this Agreement the day and above
written.

                                       Staruni Corp.

                                       By:     /s/ Bruce Stuart
                                       ------------------------
                                       Bruce Stuart, President

                                       Embro Investments, Ltd.


                                       By:    /s/ Chen Kuok Nien
                                       ---------------------------------
                                       Chen Kuok Nien, Managing Director

                                       15

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