##### 



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

[X] Quarterly Report Under Section 13 or 15(d) of the Securities
Exchange Act of 1934.

For the quarterly period ended
March 31st, 2002

[  ] Transition Report Under Section 13 or 15(d) of the Exchange Act.

Commission file number: 000-29107

MULTINET INTERNATIONAL CORP., INC.
(Exact name of small business issuer as specified in its charter)

|                                                      |  |                                             
|----------------------------------------------------- |  | --------------------------------------------
|Nevada
(State or other jurisdiction
of incorporation) |  | 88-0441388
(IRS Employer
Identification No.)

554 Greentree Cove, Suite 102, Collierville, TN 38017
(Address of principal executive offices)

(901)-854-3574
(Issuers Telephone Number)

8100 West Sahara Ave., Suite 200, Las Vegas, Nevada 89117
(Former address since last report)

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
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X ] No
[  ]

State the number of shares outstanding of each of the issuers classes of
common
equity, as of the last practicable date: 21,476,000 as of May 31, 2002





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##### 






ITEM 1. FINANCIAL STATEMENTS.

Our financial statements are contained in pages 3-8 through following




MULTINET INTERNATIONAL CORPORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

NOTE 1  BASIS OF PRESENTATION

The accompanying consolidated financial statements have been prepared in
accordance with Securities and Exchange Commission requirements for interim
financial statements. Therefore, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. The financial statements should be read in conjunction
with the Forms 10-QSB for March 31, 2002 and 10-KSB/A for the year ended December 31, 2001
of Multinet International Corporation, Inc. (the Company).

The results of operations for the interim periods shown in this report are not
necessarily indicative of results to be expected for the full year. In the
opinion of management, the information contained herein reflects all adjustments
necessary to make the results of operations for the interim periods a fair
statement of such operation. All such adjustments are of a normal recurring
nature.

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

NOTE 2  GOING CONCERN

The Company incurred a net loss of approximately $1,125,000 the period from
April 19, 2001 (Date of Inception for Showintel Networks, Inc.) through March
31, 2002. The Companys current liabilities exceed its current assets by
approximately $527,000 as of March 31, 2002. The Companys net cash used from
operating activities approximated $478,000 since April 19, 2001. These factors
create an uncertainty about the Companys ability to continue as a going
concern. The Companys management plans to complete the development of the
infrastructure necessary to deliver the video-streaming technology in order to
fully commence its operations and therewith generate future revenues. The
Company will also seek additional sources of capital through the issuance of
debt and equity financing, but there can be no assurance that the Company will
be successful in accomplishing its objectives.

The ability of the Company to continue as a going concern is dependent on
additional sources of capital and the success of the Companys plan. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

NOTE 3  NOTE RECEIVABLE

On July 16, 2001, the Company entered into an agreement to loan a principal sum,
with a maximum of $500,000, to See/Saw Communications, Inc., in exchange for a
convertible promissory note, which is convertible to a 10-15% membership
interest in the entity. The President of See/Saw Communications, Inc. serves as
a Advisory Board Member for the Company, see Note 5. The percentage of
membership interest would be determined by the exercise date based upon the loan
amount outstanding, with conversion rights executed before February 22, 2003,
resulting up to a 10% interest and execution after the said date would result up
to a 15% interest. The note is due in yearly anniversary payments of interest at
8% per annum with the outstanding principal due on August 22, 2006. As of March
31, 2002, the Company had loaned $65,000 to this entity and recorded interest
receivable of $1,420.





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##### 



NOTE 4  DUE TO STOCKHOLDER

Due to stockholder totaling $342,130 as of March 31, 2002 consisted of the
following:

|                                                                                                                                                             |  |   |         | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | - | ------- | 
|Loans payable from the Companys President
and majority stockholder, unsecured, interest
rate of 10%, and accrued interest
and principal due on July 1, 2002 |  | $ | 257,026 | 
|Accrued interest related to loans
payable from the Companys
President and majority stockholder                                                              |  |   | 22,104  | 
|Accrued wages for the Companys
President and majority stockholder                                                                                           |  |   | 63,000  | 
|                                                                                                                                                             |  |   |         | 
|                                                                                                                                                             |  | $ | 342,130 | 
|                                                                                                                                                             |  |   |         | 

NOTE 5  RELATED PARTY TRANSACTIONS

On January 18, 2002, the Company entered into a management consulting agreement
with several officers of See/Saw Communications, Inc. The President of See/Saw
Communications, Inc. serves as a Advisory Board Member for the Company, see Note
3. The agreement provides for strategic planning and general business services
for a period of one year in consideration of 760,000 shares of the Companys
common stock, to include 330,000 shares to the President of See/Saw
Communications, Inc. The Company has valued this transaction at $494,000 or
$0.65 per share which will be expensed over a period one year. As of March 31,
2002, the Company has issued 500,000 shares of the total 760,000 shares and
recorded $123,500 as consulting expenses and $201,500 as prepaid consulting
services.





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##### 



MULTINET INTERNATIONAL CORPORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
MARCH 31, 2002
(Unaudited)

|                              |                                                                                                        |                             |                                       |            |          |   |  | 
|----------------------------- | ------------------------------------------------------------------------------------------------------ | --------------------------- | ------------------------------------- | ---------- | -------- | - |  | 
|                              |                                                                                                        |                             |                                       | ASSETS     |          |   |  | 
|Current assets                |                                                                                                        |                             |                                       |           
|                              | Interest receivable                                                                                    |                             | $                                     | 1,420      |         
|                              |                                                                                                        |                             |                                       |           
|                              |                                                                                                        | Total current assets        |                                       |            | 1,420    |  
|Note receivable               |                                                                                                        |                             | 65,000                                |           
|Fixed assets, net             |                                                                                                        |                             | 38,317                                |           
|Deposit                       |                                                                                                        |                             | 1,435                                 |           
|                              |                                                                                                        |                             |                                       |           
|                              | Total assets                                                                                           |                             | $                                     | 106,172    |         
|                              |                                                                                                        |                             |                                       |           
|                              |                                                                                                        |                             |                                       |           
|                              |                                                                                                        |                             | LIABILITIES AND STOCKHOLDERS DEFICIT |            |          |   | 
|                              |                                                                                                        |                             |                                       |           
|Current liabilities           |                                                                                                        |                             |                                       |           
|                              | Accounts payable and accrued expenses                                                                  |                             | $                                     | 66,805     |         
|                              | Due to stockholder                                                                                     |                             |                                       | 342,130    |         
|                              | Stocks payable to consultants                                                                          |                             |                                       | 119,156    |         
|                              |                                                                                                        |                             |                                       |           
|                              |                                                                                                        | Total current liabilities   |                                       |            | 528,091  |  
|Total liabilities             |                                                                                                        |                             | 528,091                               |           
|Commitments and contingencies |                                                                                                        |                             |                                      |           
|Stockholders deficit         |                                                                                                        |                             |                                       |           
|                              | Common stock  $.001 par value, 50,000,000 shares
authorized, 20,931,000 shares issued and outstanding |                             |                                       | 20,931     |         
|                              | Additional paid-in capital                                                                             |                             |                                       | 953,725    |         
|                              | Prepaid consulting services                                                                            |                             |                                       | (271,678   | )       
|                              | Accumulated deficit                                                                                    |                             |                                       | (1,124,897 | )       
|                              |                                                                                                        |                             |                                       |           
|                              |                                                                                                        | Total stockholders deficit |                                       |            | (421,919 | )
|                              |                                                                                                        |                             |                                       |           
|                              | Total liabilities and stockholders deficit                                                            |                             | $                                     | 106,172    |         
|                              |                                                                                                        |                             |                                       |           

See Accompanying Notes to Financial Statements





---



##### 



MULTINET INTERNATIONAL CORPORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)

|                                                             |                                           |                                           |            |                |         |                       |            |                     |           | 
|------------------------------------------------------------ | ----------------------------------------- | ----------------------------------------- | ---------- | -------------- | ------- | --------------------- | ---------- | ------------------- | --------- | 
|                                                             |                                           |                                           |            |                |         |                       |            | For the period from
|                                                             |                                           |                                           |            | For the three  |         | April 19, 2001 (Date 
|                                                             |                                           |                                           |            | months ended   |         | of Inception) through
|                                                             |                                           |                                           |            | March 31, 2002 |         | March 31, 2002       
|                                                             |                                           |                                           |            |                |         |                      
|Revenues                                                     |                                           |                                           |            |                |         |                       |            |                    
|                                                             | Interest income                           |                                           | $          | 46             |         |                       | $          | 1,420               |          
|                                                             |                                           |                                           |            |                |         |                       |            |                    
|                                                             |                                           | Total revenues                            |            |                | 46      |                       |            |                     | 1,420     | 
|General and administrative expenses                          |                                           |                                           |            |                |         |                       |            |                    
|                                                             | Consulting fees                           |                                           |            | 367,488        |         |                       |            | 818,493             |          
|                                                             | Depreciation                              |                                           |            | 2,079          |         |                       |            | 8,959               |          
|                                                             | Other general and administrative expenses |                                           |            | 56,609         |         |                       |            | 298,865             |          
|                                                             |                                           |                                           |            |                |         |                       |            |                    
|                                                             |                                           | Total general and administrative expenses |            |                | 426,176 |                       |            |                     | 1,126,317 | 
|                                                             |                                           |                                           |            |                |         |                       |            |                    
|Loss before provision for income taxes                       |                                           |                                           | (426,130   | )              |         |                       | (1,124,897 | )                  
|Income tax provisions                                        |                                           |                                           |           |                |         |                       |           |                    
|                                                             |                                           |                                           |            |                |         |                       |            |                    
|Net loss                                                     |                                           | $                                         | (426,130   | )              |         | $                     | (1,124,897 | )                  
|                                                             |                                           |                                           |            |                |         |                       |            |                    
|Basic and diluted loss per common share                      |                                           | $                                         | (0.02      | )              |         | $                     | (0.06      | )                  
|                                                             |                                           |                                           |            |                |         |                       |            |                    
|Basic and diluted weighted average
common shares outstanding |                                           |                                           | 20,603,222 |                |         |                       | 19,341,107 |                    
|                                                             |                                           |                                           |            |                |         |                       |            |                    

See Accompanying Notes to Financial Statements





---



##### 



MULTINET INTERNATIONAL CORPORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS EQUITY
FOR THE PERIOD FROM APRIL 19, 2001
(DATE OF INCEPTION FOR SHOWINTEL NETWORKS, INC.)
THROUGH MARCH 31, 2002

|                                                             |                                                                                 |                             |            |              |  |        |        |                 |  |            |         |            |  |             |          |               |  |   |            |   |  |   |          |   |  | 
|------------------------------------------------------------ | ------------------------------------------------------------------------------- | --------------------------- | ---------- | ------------ |  | ------ | ------ | --------------- |  | ---------- | ------- | ---------- |  | ----------- | -------- | ------------- |  | - | ---------- | - |  | - | -------- | - |  | 
|                                                             |                                                                                 |                             |            | Common stock |  |        |        |                 |  |            |         |            |  |             |          |               |  |   |            |  
|                                                             |                                                                                 |                             |            |              |  |        |        |                 |  | Prepaid    |         |            |  |             |          | Total        
|                                                             |                                                                                 |                             |            | Number       |  |        |        |                 |  | Additional |         | Consulting |  | Accumulated |          | Stockholders'
|                                                             |                                                                                 |                             |            | of Shares    |  | Amount |        | Paid-in capital |  | Services   |         | Deficit    |  | Equity     
|                                                             |                                                                                 |                             |            |              |  |        |        |                 |  |            |         |            |  |            
|Balance, April 19, 2001 (Date of Inception of                |                                                                                 |                             |           |              |  | $      |       |                 |  | $          |        |            |  | $           |         |               |  | $ |           |   |  | $ |         |  
|                                                             | Showintel Networks, Inc.)                                                       |                             |            |              |  |        |        |                 |  |            |         |            |  |             |          |               |  |   |            |   |  |   |          |   | 
|Common stock issued to the founder for                       |                                                                                 |                             | 15,000,000 |              |  |        | 15,000 |                 |  |            | 232,725 |            |  |             |         |               |  |   |           |   |  |   | 247,725  |  
|                                                             |                                                                                 | cash, $0.0165 per share     |            |              |  |        |        |                 |  |            |         |            |  |             |          |               |  |   |            |   |  |   |          |   |  | 
|Common stock issued to the founder for                       |                                                                                 |                             | 3,000,000  |              |  |        | 3,000  |                 |  |            | 46,500  |            |  |             |         |               |  |   |           |   |  |   | 49,500   |  
|                                                             |                                                                                 | services, $0.0165 per share |            |              |  |        |        |                 |  |            |         |            |  |             |          |               |  |   |            |   |  |   |          |   |  | 
|Common stock issued for the acquisition                      |                                                                                 |                             | 2,431,000  |              |  |        | 2,431  |                 |  |            |        |            |  |             |         |               |  |   |           |   |  |   | 2,431    |  
|                                                             | of Multinet International Corporation, Inc.,
$0.001 per share                   |                             |            |              |  |        |        |                 |  |            |         |            |  |             |          |               |  |   |            |   |  |   |          |   | 
|Issuance of warrants for 1,000,000 shares                    |                                                                                 |                             |           |              |  |        |       |                 |  |            | 350,000 |            |  |             | (291,666 | )             |  |   |           |   |  |   | 58,334   |  
|                                                             | of common stock to a consultant with a
weighted average exercise price of $1.00 |                             |            |              |  |        |        |                 |  |            |         |            |  |             |          |               |  |   |            |   |  |   |          |   | 
|Net loss                                                     |                                                                                 |                             |           |              |  |        |       |                 |  |            |        |            |  |             |         |               |  |   | (698,767   | ) |  |   | (698,767 | )
|                                                             |                                                                                 |                             |            |              |  |        |        |                 |  |            |         |            |  |             |          |               |  |   |            |   |  |   |          |  
|Balance, December 31, 2001                                   |                                                                                 |                             | 20,431,000 |              |  |        | 20,431 |                 |  |            | 629,225 |            |  |             | (291,666 | )             |  |   | (698,767   | ) |  |   | (340,777 | )
|Common stock issued for consulting
services, $0.65 per share |                                                                                 |                             | 500,000    |              |  |        | 500    |                 |  |            | 324,500 |            |  |             | (201,500 | )             |  |   |           |   |  |   | 123,500  |  
|Expensed portion of prepaid consulting                       |                                                                                 |                             |           |              |  |        |       |                 |  |            |        |            |  |             | 221,488  |               |  |   |           |   |  |   | 221,488  |  
|                                                             | services                                                                        |                             |            |              |  |        |        |                 |  |            |         |            |  |             |          |               |  |   |            |   |  |   |          |   | 
|Net loss                                                     |                                                                                 |                             |           |              |  |        |       |                 |  |            |        |            |  |             |         |               |  |   | (426,130   | ) |  |   | (426,130 | )
|                                                             |                                                                                 |                             |            |              |  |        |        |                 |  |            |         |            |  |             |          |               |  |   |            |   |  |   |          |  
|Balance, March 31, 2002 (Unaudited)                          |                                                                                 |                             | 20,931,000 |              |  | $      | 20,931 |                 |  | $          | 953,725 |            |  | $           | (271,678 | )             |  | $ | (1,124,897 | ) |  | $ | (421,919 | )
|                                                             |                                                                                 |                             |            |              |  |        |        |                 |  |            |         |            |  |             |          |               |  |   |            |   |  |   |          |  

See Accompanying Notes to Financial Statements





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##### 



MULTINET INTERNATIONAL CORPORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)

|                                      |                                                                                                              |                                                   |                                           |          |                |         |                       |            |                     |          |  
|------------------------------------- | ------------------------------------------------------------------------------------------------------------ | ------------------------------------------------- | ----------------------------------------- | -------- | -------------- | ------- | --------------------- | ---------- | ------------------- | -------- | -
|                                      |                                                                                                              |                                                   |                                           |          |                |         |                       |            | For the period from
|                                      |                                                                                                              |                                                   |                                           |          | For the three  |         | April 19, 2001 (Date 
|                                      |                                                                                                              |                                                   |                                           |          | months ended   |         | of Inception) through
|                                      |                                                                                                              |                                                   |                                           |          | March 31, 2002 |         | March 31, 2002       
|                                      |                                                                                                              |                                                   |                                           |          |                |         |                      
|Cash flows from operating activities: |                                                                                                              |                                                   |                                           |          |                |         |                       |           
|                                      | Net loss                                                                                                     |                                                   | $                                         | (426,130 | )              |         | $                     | (1,124,897 | )                  
|                                      | Adjustments to reconcile net loss to
net cash used by operating activities:                                  |                                                   |                                           |          |                |         |                       |            |                    
|                                      |                                                                                                              | Stock based compensation                          |                                           |          | 344,988        |         |                       |            | 455,253             |         
|                                      |                                                                                                              | Depreciation                                      |                                           |          | 2,079          |         |                       |            | 8,959               |         
|                                      | Changes in operating assets and liabilities:                                                                 |                                                   |                                           |          |                |         |                       |            |                    
|                                      |                                                                                                              | Increase in interest receivable                   |                                           |          | (46            | )       |                       |            | (1,420              | )       
|                                      |                                                                                                              | Decrease in prepaid expenses                      |                                           |          | 2,827          |         |                       |            |                    |         
|                                      |                                                                                                              | Increase in deposit                               |                                           |          |               |         |                       |            | (1,435              | )       
|                                      |                                                                                                              | Increase in accounts payable and accrued expenses |                                           |          | 31,317         |         |                       |            | 66,805              |         
|                                      |                                                                                                              | Increase in stocks payable o consultants          |                                           |          |               |         |                       |            | 119,156             |         
|                                      |                                                                                                              |                                                   |                                           |          |                |         |                       |           
|                                      |                                                                                                              |                                                   | Net cash used by operating activities     |          |                | (44,965 | )                     |            |                     | (477,579 | )
|Cash flows from investing activities: |                                                                                                              |                                                   |                                           |          |                |         |                       |           
|                                      | Loan made related to note receivable                                                                         |                                                   |                                           | (25,000  | )              |         |                       | (65,000    | )                  
|                                      | Purchase of fixed assets                                                                                     |                                                   |                                           |         |                |         |                       | (47,276    | )                  
|                                      |                                                                                                              |                                                   |                                           |          |                |         |                       |           
|                                      |                                                                                                              |                                                   | Net cash used by investing activities     |          |                | (25,000 | )                     |            |                     | (112,276 | )
|Cash flows from financing activities: |                                                                                                              |                                                   |                                           |          |                |         |                       |           
|                                      | Advances from stockholder                                                                                    |                                                   |                                           | 69,965   |                |         |                       | 342,130    |                    
|                                      | Proceeds from issuance of common stock                                                                       |                                                   |                                           |         |                |         |                       | 247,725    |                    
|                                      |                                                                                                              |                                                   |                                           |          |                |         |                       |           
|                                      |                                                                                                              |                                                   | Net cash provided by financing activities |          |                | 69,965  |                       |            |                     | 589,855  |  
|                                      |                                                                                                              |                                                   |                                           |          |                |         |                       |           
|Net change in cash                    |                                                                                                              |                                                   |                                          |          |                |         |                      |           
|Cash, beginning of period             |                                                                                                              |                                                   |                                          |          |                |         |                      |           
|                                      |                                                                                                              |                                                   |                                           |          |                |         |                       |           
|Cash, end of period                   |                                                                                                              | $                                                 |                                          |          |                | $       |                      |           
|                                      |                                                                                                              |                                                   |                                           |          |                |         |                       |           
|Supplementary cash flow information:  |                                                                                                              |                                                   |                                           |          |                |         |                       |           
|                                      | Cash payments for interest                                                                                   |                                                   | $                                         |         |                |         | $                     |           |                    
|                                      |                                                                                                              |                                                   |                                           |          |                |         |                       |           
|Non-cash financing activities:        |                                                                                                              |                                                   |                                           |          |                |         |                       |           
|                                      | Prepaid portion of consulting agreement related to issuance
of warrants for 1,000,000 shares of common stock |                                                   | $                                         | 201,500  |                |         | $                     | 291,666    |                    
|                                      |                                                                                                              |                                                   |                                           |          |                |         |                       |           

See Accompanying Notes to Financial Statements





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##### 



Nature of Business

Multinet International Corporation, Inc. was incorporated on May 17, 1996, in
the State of Nevada. On September 26, 2001, the Company consummated an
agreement to acquire
all of the outstanding capital stock of Showintel Networks, Inc., a Nevada
Corporation, in exchange for 18,000,000 shares of Multinets common stock
(Showintel Transaction). Prior to
the Showintel Transaction, Multinet was a non-operating public company with no
operations or assets; and 4,431,000 shares of common stock issued and
outstanding; and Showintel Networks,
Inc. was a privately held company with assets being used for the development of
its video-streaming technology.

Prior to the Showintel Transaction, the Company operated a convenience store
through Nikky D Corporation, a wholly owned subsidiary. In September 2001, the
Company divested itself of Nikky D. Corporation. The Company has accounted for
this divestiture as a spin-off in accordance with Accounting Principles Board
Statement No. 29. As a result of this divestiture, the Company became a
non-operational public company.

On September 26, 2001, Multinet International, Inc executed an agreement to
acquire 100% of the issued stock of Showintel Networks. As part of a separate
agreement, the company spun Nikki D, a wholly owned subsidiary, prior to the
acquisition with Showintel. Showintel Networks became a wholly owned subsidiary
as of the date of closing. The existing officers and directors of the company
appointed David V. Lott as a director of the company and resigned effective the
closing of the transaction.

Showintel Networks, Inc. (Showintel) increases consumption of entertainment
by creating a system that interacts with the entertainment life-cycle.
Combining theater-based advertising, innovative loyalty programs, and
video-on-demand (VOD) access to pay-per-view (PPV) and subscription services,
Showintel can increase loyalty and revenue to a chain of theaters, increase
purchases of ancillary products (soundtracks, DVDs, videos, merchandise), and
create a pinpoint targeted direct marketing connection with entertainment
consumers to stimulate rentals and PPV. In addition, some of the infrastructure
investment can generate incremental revenue through strategic relationships
with local ISP and wireless network operators.

Organization and Summary of Significant Accounting Policies

On July 16, 2001, the Company entered into an agreement to loan a principal
sum, with a maximum of $500,000, to See/Saw Communications, Inc., in exchange
for a convertible promissory note, which is convertible to a 10-15% membership
interest in the entity. The President of See/Saw Communications, Inc. serves
as an Advisory Board Member for the Company. The percentage of membership
interest would be determined by the exercise date





---



##### 



based upon the loan amount outstanding, with conversion rights executed before
February 22, 2003, resulting up to a 10% interest and execution after the said
date would result up to a 15% interest. The note is due in yearly anniversary
payments of interest at 8% per annum with the outstanding principal due on
August 22, 2006. As of March 31, 2002, the Company had loaned $65,000 to this
entity and recorded interest receivable of $1,420.

Equity Transactions

On January 18, 2002, the Company entered into a management consulting agreement
with several officers of See/Saw Communications, Inc. The President of See/Saw
Communications, Inc. serves as a Advisory Board Member for the Company. The
agreement provides for strategic planning and general business services for a
period of one year in consideration of 760,000 shares of the Companys common
stock, to include 330,000 shares to the President of See/Saw Communications,
Inc. The Company has valued this transaction at $494,000 or $0.65 per share
which will be expensed over a period one year. As of March 31, 2002, the
Company has issued 500,000 shares of the total 760,000 shares and recorded
$123,500 as consulting expenses and $201,500 as prepaid consulting services.

Notes Payable

The President of the Company, David Lott, on an as needed basis has
periodically loaned the Company a total of $49,866.61 for the quarter ended
March 31, 2002. As of March 31, 2002 there is due to Mr. Lott, a total of
$342,130 which consisted of the following:

|                                                                                        |                                                                                                 |   |         |        | 
|--------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | - | ------- | ------ | 
|unsecured, interest rate of 10%,
and accrued interest and principal
due on July 1, 2002 |                                                                                                 | $ | 257,026 |       
|                                                                                        | Accrued interest related to loans
payable from the Companys
President and majority stockholder |   |         | 22,104 | 
|                                                                                        | Accrued wages for the Companys
President and majority stockholder                              |   |         | 63,000 | 
|                                                                                        |                                                                                                 |   |         |       
|                                                                                        |                                                                                                 | $ | 342,130 |       
|                                                                                        |                                                                                                 |   |         |       





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ITEM 2. Managements Discussion and Analysis of Plan of Operation

The following Management Discussion and Analysis of Financial Condition is
qualified by reference to and should be read in conjunction with our Financial
Statements and the Notes thereto as set forth at the end of this document. We
include the following cautionary statement in this Form 10QSB for any
forward-looking statements made by, or on behalf of, the Company.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, expectations, future events or performances and underlying
assumptions and other statements which are other than statements of historical
facts. Certain statements contained herein are forward-looking statements and,
accordingly, involve risks and uncertainties which could cause actual results
or outcomes to differ materially from those expressed in the forward-looking
statements. The Companys expectations, beliefs and projections are expressed
in good faith and are believed by the Company to have a reasonable basis,
including without limitations, managements examination of historical operating
trends, data contained in the Companys records and other data available from
third parties, but there can be no assurance that managements expectations,
beliefs or projections will result or be achieved or accomplished.

Background

Multinet International Corporation, Inc. was incorporated on May 17, 1996 in
the State of Nevada. On September 26, 2001, the Company consummated an
agreement to acquire
all of the outstanding capital stock of Showintel Networks, Inc., a Nevada
Corporation, in exchange for 18,000,000 shares of Multinets common stock
(Showintel Transaction). Prior to
the Showintel Transaction, Multinet was a non-operating public company with no
operations or assets; and 4,431,000 shares of common stock issued and
outstanding; and Showintel Networks,
Inc. was a privately held company with assets being used for the development of
its video-streaming technology.

Prior to the Showintel Transaction, the Company operated a convenience store
through Nikky D Corporation, a wholly owned subsidiary. In September 2001, the
Company divested itself of Nikky D. Corporation. The Company has accounted for
this divestiture as a spin-off in accordance with Accounting Principles Board
Statement No. 29. As a result of this divestiture, the Company became a
non-operational public company.

Showintel Networks, Inc. (Showintel) increases consumption of entertainment
by creating a system that interacts with the entertainment life-cycle.
Combining theater-based advertising, innovative loyalty programs, and
video-on-demand (VOD) access to pay-per-view (PPV) and subscription services,
Showintel can increase loyalty and revenue to a chain of theaters, increase
purchases of ancillary products (soundtracks, DVDs, videos, merchandise), and
create a pinpoint targeted direct marketing connection with entertainment
consumers to stimulate rentals and PPV. In addition, some of the infrastructure
investment can generate incremental revenue through strategic relationships
with local ISP and wireless network operators.



| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | IN-THEATER ADVERTISING SYSTEM: Showintel is placing interactive displays
in theaters that will offer advertising and coming attractions that
theater patron can watch passively or interactively. We have an





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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | exclusive agreement with See/Saw Communications, LLC. See/Saw was
created in part by the principals of Toolbox Productions, Inc., to
sell the advertising space on our displays. Toolbox is a full service
company, uniquely qualified to sell, produce, write, edit and mix
audio/video promotional campaigns and sales presentations. Toolbox was
founded in 1995 as the exclusive on-air promotion facility for the
United Paramount Network (UPN). Clients include MGM, ABC, Sony,
Paramount and Studios USA.
|
| | LOYALTY PROGRAM: As a reward for interacting with the advertising
displays, theater patrons will be offered the opportunity to sign up
for a loyalty program that offers them discounts on future tickets as
well as discounted or free offers from sponsors of the loyalty
program.                                                                                                                                                                                                                             
|
| | E-MAIL MARKETING: Once a part of the loyalty program, Showintel will
collect data on the movies seen. This will allow us to market
merchandise directly related to the films seen as well as creating
offers for entertainment of a similar genre.                                                                                                                                                                                                                                                               
|
| | VOD INFRASTRUCTURE: As entertainment properties continue along the
entertainment lifecycle, Showintel will offer PPV and subscription
services to the residential and hospitality markets.                                                                                                                                                                                                                                                                                                                       
|
| | INFORMATION: Once Showintel knows which films a theater patron has
seen, we will create online conversations with them designed to obtain
feedback on the shows they have seen. This will be valuable to film
producers and advertisers. It will give us an advantage in targeting
future entertainment opportunities to the consumer.                                                                                                                                                                           

Currently the company has under contract one theater chain and one single
operator representing a total of 34 sites under contract to install the
companys IN THEATER ADVERTISING SYSTEM. One site is partially equipped and
showing commercial material. Fourteen sites (14) have high-speed (T-1)
broadband lines installed and ready for hookup to the equipment upon
installation. The central VOD server has been purchased and configured with
custom designed media management software. Site based servers have been
purchased and awaiting installation at the 14 prepared sites. The company has
interest from a number of media buyers to purchase the available interactive
advertisement space contingent upon the complete installation of equipment at
each theater site. There are no assurances, however, that we will ever be
successful in establishing our System or penetrating our target markets. Due
to the companys low cash reserves, additional funds are required within the
next few months to complete the installation of equipment needs at the sites
under contract and to proceed with the companys business plan. The Company
intends to raise these funds through various financial arrangements including
debt or equity. The company has been informed that it will not be able to
secure a line of credit from any financial institution to supplement its cash
flow needs until revenue is generated from the established contracts. The
company is negotiating with a number of sources of funding to





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provide for equipment expense and operational expenses. There is no assurance
that such additional financing will be available when required in order to
proceed with the business plan. If the company is unsuccessful in securing the
additional capital investments needed to continue operations within the time
required, the company will not be in a position to continue operations and the
stockholders may lose their entire investment.

Showintel has had limited operations since its organization and is a start-up
or development stage company. We have no history of operations you can use to
evaluate our business experience.

EMPLOYEES

As of May 31, 2002, the company has one employee, David V. Lott, President, who
has worked full-time since the companys founding. The company intends to hire
additional employees immediately upon securing the necessary operational and
equipment financing. The company currently retains two outside consultants to
assist with business development, financial development and business strategy.

RESULTS OF OPERATIONS

Revenues

The Company has never had revenues from operations. The lack of funding
prevented operations from realizing expected revenue opportunities. Showintel
Networks, Inc. and the Company are in continuing discussions to raise
sufficient capital for company operations.

Expenses

Total expenses from continuing operations were $426,130 for the first quarter
of 2002. Most of the expenses were for consultant fees in the amount of
$367,488 which have been paid by the issuance of common restricted stock in the
company. The company booked depreciation of $2,079. General and
administrative expenses were $56,609 for the quarter during 2002.





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Operating Loss

On a pre-tax basis, we had a loss of $426,130 for the quarter ending March 30,
2002, from continuing operations. For the year ended December 31, 2001, loss
per common share from continuing operations, basic and diluted, was $.02 per
share.

LIQUIDITY AND CAPITAL RESOURCES

The Company has incurred substantial losses from continuing operations,
sustained substantial operating cash outflows, has a working capital deficit
and at March 30, 2002 has a capital deficiency. Management believes that such
losses and negative operating cash flows will continue in fiscal year 2002
unless adequate capital funding is obtained. The above factors raise
substantial doubt about the Companys ability to continue as a going concern.
The Companys continued existence is dependent on its ability to obtain
additional equity and/or debt financing to fund its operations and ultimately
to achieve profitable operations. The Company is attempting to raise
additional financing. There is no assurance that the Company will obtain
additional financing or achieve profitable operations or cash flow.

Historically, the Company has sustained its operations primarily from loans
from the Companys president. We are seeking sources of financing, from several
public or private equity or debt offerings. The current state of sources of
funding are as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On April 1, 2002, Multinet received a signed term sheet from
International Forex Finance Group, LTD. representing a line of credit
equal to 20% of the market value of restricted 144A stock the company
placed in escrow for collateral for such an arrangement. In February,
Multinet applied for and received a separate CUSIP to create a type of
restricted security known as 144A stock. This stock can only be traded
among institutions and since this stock is to be returned upon completion
of the terms of the agreement, it will not count as part of the float of
the Company. Twenty five million shares have been placed in escrow for
collateral. The term of the line of credit is for 7 years at 11%
interest. There is no provision for prepayment during the initial three
years. The collateral may be substituted and payments may be made in
equity of the Company. The line of credit is established at a minimum of
$1.5 million. As of this date, the line of credit has not been closed
and is awaiting filing placement of the collateral with the appropriate
hedging syndicate. No assurances can be given that the line of credit
will close. Additionally, the company must complete necessary regulatory
filings to authorize the issuance of stock for this transaction.
|
| | On March 27, 2002, the Company created a Private Placement Offering for
Convertible Notes bearing 12%.interest. The total amount of the Offering
is $3 Million This convertible note issuance has been withdrawn.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | While not created for fundraising, the Company has issued $1 Million in
warrants to Erik Nelson of Coral Capital Partners for consulting services.
Mr. Nelson holds two classes of Warrants. Class A Warrants entitle Mr.
Nelson to exercise for 500,000 shares of Company stock at $.50 share.
Class B Warrants entitle Mr. Nelson to exercise for                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        





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| |                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 500,000 shares of Company stock at $1.50 per shares. Mr. Nelson has
advised the Company that he intends to begin exercising his Warrants
upon completion of the registration of the Warrants.

Operating expenses average $5,000 per month and have been paid through loans by
an officer and stockholder. As of March 31, 2002, the company borrowed from an
officer and stockholder, $49,866.61 in advances for the quarter, which balance
is due on demand, unsecured and bearing an interest rate of 10%. Showintel is
presently negotiating with individuals for $300,000 debt funding for operations
until cash flow can be achieved from operations. Equipment cost for the
initial 30 sites amounts to $1.2 Million. Showintel believes it will take
$455,000 to complete 14 sites. Showintel is currently negotiating with several
leasing firms to meet its equipment needs. Showintel is also negotiating with a
firm for credit enhancement which will facilitate the leasing needs as well as
provide a credit line against the advertising contracts once placed. Pro forma
analysis of operational and expansion capital needs indicate that upon
completion of the first 30 sites that future installations should be able to be
funded from operations.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

N/A

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On November 12, 2001, the Company entered into a Consulting Agreement with
Coral Capital Partners, Inc. The Company has issued to Erik S. Nelson warrants
exercisable into common shares of the Registrant for consulting services. Upon
exercise, the Registrant will issue up to an aggregate of1,000,000 shares of
its common stock to Erik S. Nelson. The shares underlying these warrants were
registered in the Companys Form S-8 which was filed with the Commission on May
7, 2002.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

N/A

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

N/A

ITEM 5. OTHER INFORMATION

N/A

ITEM 6. EXHIBITS AND REPORTS ON FORM 8K

(a)  Exhibits





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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

|                   |  |                                                
|------------------ |  | -----------------------------------------------
|                   |  | MULTINET INTERNATIONAL CORP., INC.
(Registrant)
|                  
|                   |  |                                                
|                  
|Date: May 31, 2002 |  | /s/ David V. LottDavid V. Lott, President