UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  AMENDMENT TO
                                   FORM 10-QSB

(MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000.

                           OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____.


                        COMMISSION FILE NUMBER: 000-29107
                                                ---------

                    Multinet International Corporation, Inc.
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

              Nevada                             88-0441388
----------------------------------------    --------------------
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)              Identification No.)

  8100 West Sahara, Suite 200
      Las Vegas, Nevada                            89117
----------------------------------------    --------------------
(Address of principal executive offices)         (Zip Code)

                                       N/A
               ---------------------------------------------------
               (Former name, former address and former fiscal year,
                         if changed since last report.)

Indicate  by check mark  whether the  registrant:  1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the past 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and 2) has been  subject to such  filing
requirements for the past 90 days. YES [X] NO [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

At June 30, 2000, there were outstanding 2,431,000 shares of the Registrant's
Common Stock, $.001 par value.

Transitional Small Business Disclosure Format (check one):
YES [ ]   NO [X]

<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1.  FINANCIAL STATEMENTS.


                    MULTINET INTERNATIONAL CORPORATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                FINANCIAL REPORTS

                                  JUNE 30, 2000
                                DECEMBER 31, 1999
                                DECEMBER 31, 1998

                    MULTINET INTERNATIONAL CORPORATION, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                    CONTENTS


INDEPENDENT AUDITOR'S REPORT ON THE
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . .   1

FINANCIAL STATEMENTS
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . ..  2

Statements of Income. . . . . . . . . . . . . . . . . . . . .  3-4

Statements of Stockholders' Equity . . . . . . . . . . . . .   5

Statements of Cash Flows . . . . . . . . . . . . . . . . . .   6-9

Notes to Financial Statements . . . . . . . . . . . . . . . . 10-12


<PAGE>


                          Independent Auditor's Report
                          ----------------------------

To the Board of Directors
Multinet International Corporation, Inc.
Las Vegas, Nevada

I  have  audited  the  accompanying  balance  sheet  of  Multinet  International
Corporation,  Inc. (a  Development  Stage  Company ) as of June 30, 2000 and the
related statements of income,  stockholders'  equity, and cash flows for the six
months then ended.  I have also audited the  accompanying  balance  sheets as of
December 31, 1999 and 1998 and the related  statements of income,  stockholders'
equity,  and cash  flows  for each of the  years  then  ended.  These  financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I plan and perform the audit to obtain  reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimated  made by
management,  as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material aspects, the financial position of Multinet International  Corporation,
Inc. ( A Development  Stage Company ) as of June 30, 2000 and the results of its
operations  and cash flows for the six months then  ended,  in  conformity  with
generally accepted accounting  principles.  The financial statements referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Multinet International  Corporation,  Inc. ( A Development Stage Company ) as of
December 31, 1999 and 1998 and the results of its  operations and cash flows for
each of the years then ended, in conformity with generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial  statements,  the  Company  has not been  generating  revenue  and has
suffered  recurring losses from operations which raises  substantial doubt about
its  ability to  continue as a going  concern.  Managements'  plans in regard to
these  matters are also  described in Note 4. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.

/s/  KYLE L. TINGLE
     --------------
     KYLE L. TINGLE
     CERTIFIED PUBLIC ACCOUNTANT

     July 6, 2000
     Henderson, Nevada



                                       1
<PAGE>

                    MULTINET INTERNATIONAL CORPORATION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                   June 30,      December 31,    December 31,
                                   2000          1999            1998
                                   --------      ------------    ------------
<S>                                <C>           <C>             <C>

        ASSETS

CURRENT ASSETS

Cash                               $3,681        $167            $1,650

Accounts receivable                     0           0                 0
                                   ------        -----           -------
Total current assets               $3,681        $167            $1,650
                                   ======        =====           =======
Total assets                       $3,681        $167            $1,650
                                   ======        =====           =======

        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and
accrued expenses (Note 3)          $  650        $ 220           $ 220
                                   ------        -----           -----
Total current liabilities          $  650        $ 220           $ 220
                                   ======        =====           =====

STOCKHOLDERS' EQUITY

Common stock: $.001 par value;
authorized 25,000,000 shares;
issued and outstanding

2,425,000 shares                   $             $                $2,425
at December 31, 1998

2,425,500 shares
at December 31, 1999;                            2,426

2,431,000 shares at June 30, 2000   2,431

Additional Paid In Capital          5,994          499                0

Accumulated deficit during
development stage                  (5,394)      (2,978)            (995)
                                   -------      -------           ------
Total Stockholders' Equity         $3,031       $  (53)           $1,430
                                   =======      =======           ======
Total Liabilities and
Stockholders' Equity               $3,681       $  167            $1,650
                                   =======      =======           ======

</TABLE>

See Accompanying Notes to Financial Statements.


                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                                       May 17, 1996
                                                     For the six months ended          For the year ended               (inception)
                                                              June 30,                    December 31,                   to June 30,
                                                          2000              1999             1999            1998               2000
                                                                     (unaudited)
                                                 -------------     -------------   --------------    ------------      -------------
<S>                                              <C>               <C>             <C>               <C>               <C>
Revenues (Note 4)                                $           0                 0   $            0    $          0      $          0

Cost of revenue                                              0                 0                0               0                 0
                                                 -------------     -------------   --------------    ------------      -------------

         Gross profit                            $           0     $           0   $            0    $          0      $          0

Operating, general and
  administrative expenses                                2,416               283            1,983             630             5,394
                                                 -------------     -------------   --------------    ------------      -------------
         Operating (loss)                        $      (2,416)    $        (283)  $       (1,983)   $       (630)     $     (5,394)

Nonoperating income (expense)                                0                 0                0               0                 0
                                                 -------------     -------------   --------------    ------------      -------------

         Net (loss)                              $      (2,416)    $        (283)  $       (1,983)   $       (630)     $     (5,394)
                                                 ==============    ==============  ==============    ============     ==============


         Net (loss) per share (Note 2)           $       (0.00)    $       (0.00)  $        (0.00)   $      (0.28)     $      (0.01)
                                                 ==============    ==============  ==============    ============     ==============

         Average number of shares
         of common stock outstanding                 2,429,104         2,425,000        2,425,038       2,267,808          2,219,823
                                                 =============     =============    =============     ===========      =============

</TABLE>

See Accompanying Notes to Financial Statements.


                                       3
<PAGE>

                    MULTINET INTERNATIONAL CORPORATION, INC.
                          (A Development Stage Company)
                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                                                  For the three months ended
                                                                                                          2000             1999
                                                                                                 -------------     ------------
                                                                                                           (unaudited)
       <S>                                                                                       <C>               <C>

       Revenues (Notes 1 and 3)                                                                  $           0     $          0

       Cost of revenue                                                                                       0                0
                                                                                                 -------------     ------------

                  Gross profit                                                                   $           0     $          0

       Operating, general and
          administrative expenses                                                                $       1,695     $        283
                                                                                                 -------------     ------------

                  Operating (loss)                                                               $      (1,695)    $       (283)

       Nonoperating income (expense)                                                                         0                0
                                                                                                 -------------     ------------

                  Net (loss) before income taxes                                                 $      (1,695)    $       (283)
                                                                                                 --------------    -------------

       Federal and state income taxes                                                                        0                0
                                                                                                 -------------     ------------

                  Net (loss)                                                                     $      (1,695)    $       (283)
                                                                                                 ==============    =============


                  Net (loss) per share (Note 2)                                                  $       (0.00)    $    (0.0012)
                                                                                                 ==============    =============

                  Average number of shares
                  of common stock outstanding                                                         2,429,104        2,425,000
                                                                                                 ==============    =============


</TABLE>




         See Accompanying Notes to Financial Statements.


                                       4
<PAGE>



                    MULTINET INTERNATIONAL CORPORATION, INC.
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                                   Retained
                                                                                                   Earnings
                                                                                                 (Accumulated
                                                                  Common Stock and Capital        Deficit)
                                                                   In Excess of Par Value         during
                                                                                                  Development
                                                              -------------------------------     Stage
                                                                    Shares          Amount                             Total
                                                              -------------     -------------    -------------     -------------
          <S>                                                 <C>               <C>              <C>               <C>
          Sale of 2,000,000 shares, May 17, 1996                  2,000,000     $       2,000    $           0     $      2,000

          Net (Loss), December 31, 1996                                                                   (280)            (280)
                                                              -------------     -------------    --------------    -------------

          Balance at December 31, 1996                            2,000,000     $       2,000    $        (280)    $      1,720

          Net (Loss), December 31, 1997                                                                    (85)             (85)
                                                              -------------     -------------    --------------    -------------

          Balance at December 31, 1997                            2,000,000     $       2,000    $        (365)    $      1,635

          Director Compensation                                     425,000               425                               425

          Net (Loss), December 31, 1998                                                                   (630)            (630)
                                                              -------------     -------------    --------------    -------------

          Balance at December 31, 1998                            2,425,000     $       2,425    $        (995)           1,430

          Sale of stock, December 16, 1999                              500               500                               500

          Net (Loss), December 31, 1999                                                                 (1,983)          (1,983)
                                                              -------------     -------------    --------------    -------------

          Balance at December 31, 1999                            2,425,500     $       2,925    $      (2,978)             (53)

          Sale of stock, March 9, 2000                                  500               500                               500

          Sale of stock, March 31, 2000                               5,000             5,000                             5,000

          Net (Loss), June 30, 2000                                                                     (2,416)          (2,416)
                                                              -------------     -------------    --------------    -------------

          Balance at June 30, 2000                                2,431,000     $       8,425    $      (5,394)    $      3,031
                                                              =============     =============    ==============    ============


</TABLE>


         See Accompanying Notes to Financial Statements.


                                       5
<PAGE>

                    MULTINET INTERNATIONAL CORPORATION, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                                  May 17, 1996
                                                 For the six months ended           For the year ended           (inception) to
                                                          June 30,                         December 31,                 June 30,
                                                    2000              1999             1999              1998             2000
                                                        (unaudited)
                                           -------------     -------------    -------------     -------------    -------------
<S>                                        <C>               <C>              <C>               <C>              <C>
Cash Flows From Operating Activities
    Cash received from customers           $           0     $           0    $           0     $           0    $           0
    Cash paid to suppliers and vendors            (1,986)             (283)          (1,983)             (350)          (4,319)
                                           --------------    --------------   --------------    --------------   --------------

         Net cash (used in) operating
                     activities            $      (1,986)    $        (283)   $      (1,983)    $        (350)   $      (4,319)
                                           --------------    --------------   --------------    --------------   --------------

Cash Flows From Investing Activities
    Capital expenditures                   $           0     $           0    $           0     $           0    $           0
    Issuance of common stock                       5,500                 0              500                 0            8,000
                                           -------------     -------------    -------------     -------------    -------------

Net Cash provided by investing
   activities                              $       5,000     $           0    $         500     $           0    $       8,000
                                           -------------     -------------    -------------     -------------    -------------

Cash Flows From Financing Activities
    Proceeds from notes payable            $          0      $          0     $          0      $          0     $           0
    Principal payments on notes payable               0                 0                0                 0                 0
                                           -------------     -------------    -------------     -------------    -------------

         Net Cash (used in) financing
            activities                     $          0      $          0     $          0      $          0     $           0
                                           -------------     -------------    -------------     -------------    -------------

         Net increase (decrease) in cash
            and cash equivalents           $      3,514      $       (283)    $      (1,483)    $       (350)    $       3,681

Cash and cash equivalents at
    beginning of year                               167             1,650             1,650            2,000                 0
                                           -------------     -------------    -------------     -------------    -------------
Cash and cash equivalents at end of year   $       3,681     $      1,367     $         167     $      1,650     $       3,681
                                           =============     =============    =============     =============    =============

</TABLE>


         See Accompanying Notes to Financial Statements.


                                       6
<PAGE>

                    MULTINET INTERNATIONAL CORPORATION, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                                       May 17, 1996
                                                    For the six months ended               For the year ended         (inception) to
                                                            June 30,                              December 31,              June 30,
                                                          2000              1999             1999              1998             2000
                                                             (unaudited)
                                                 -------------     -------------    -------------     -------------    -------------
<S>                                              <C>               <C>              <C>               <C>              <C>
Reconciliation of Net Loss to Net Cash
(Used In) Operating Activities

Net (Loss)                                       $      (2,416)    $        (283)   $      (1,983)    $        (630)   $     (5,394)
Adjustments to reconcile net (loss) to cash
    (used in) operating activities:
    Director stock compensation                              0                 0                0               425             425
    Change in assets and liabilities
    (Increase) decrease in accounts receivable               0                 0                0                 0               0
    Increase (decrease) in accounts payable                430                 0                0              (145)            650
                                                 --------------     ------------     -------------    --------------   -------------

         Net cash (used in)
          operating activities                   $      (1,986)    $        (283)   $      (1,983)    $        (350)   $     (4,319)
                                                 ==============    ==============   ==============    ==============   =============


Supplemental schedule of non-cash
    investing and financing activities
Issue common stock to directors                  $           0     $           0    $           0     $         425    $         425
                                                 =============     =============    =============     =============    =============

</TABLE>


         See Accompanying Notes to Financial Statements.


                                       7
<PAGE>


                    MULTINET INTERNATIONAL CORPORATION, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                                 For the three months ended
                                                                                                      June 30,         June 30,
                                                                                                          2000             1999
                                                                                                 -------------     ------------
                                                                                                           (unaudited)
         <S>                                                                                     <C>               <C>
         Cash Flows From Operating Activities
             Cash received from customers                                                        $           0     $          0
             Cash paid to suppliers and vendors                                                         (1,350)            (283)
                                                                                                 --------------    -------------

                  Net cash (used in) operating
                     activities                                                                  $      (1,350)    $       (283)
                                                                                                 --------------    -------------

         Cash Flows From Investing Activities
             Net borrowings (payments to)
                  related parties                                                                $           0     $          0
             Capital expenditures                                                                $           0     $          0
             Issuance of common stock                                                                        0                0
                                                                                                 -------------     ------------

                  Net Cash provided by investing
                     activities                                                                  $           0     $          0
                                                                                                 -------------     ------------

         Cash Flows From Financing Activities
             Proceeds from notes payable                                                         $           0     $          0
             Principal payments on notes payable                                                             0                0
                                                                                                 -------------     ------------

                  Net Cash (used in) financing
                     activities                                                                  $           0     $          0
                                                                                                 -------------     ------------

                  Net increase (decrease) in cash
                     and cash equivalents                                                        $      (1,350)    $       (283)

         Cash and cash equivalents at
             beginning of period                                                                         5,031            1,650
                                                                                                 -------------     ------------

         Cash and cash equivalents at end of period                                              $       3,681     $      1,367
                                                                                                 =============     ============


</TABLE>

         See Accompanying Notes to Financial Statements.

                                       8
<PAGE>

                    MULTINET INTERNATIONAL CORPORATION, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                                 For the three months ended
                                                                                                      June 30,         June 30,
                                                                                                          2000             1999
                                                                                                 -------------     ------------
                                                                                                           (unaudited)
         <S>                                                                                     <C>               <C>
         Reconciliation of Net Loss to Net Cash (Used
             In) Operating Activities

         Net (Loss)                                                                              $      (1,695)    $       (283)
         Adjustments to reconcile net (loss) to cash
             (used in) operating activities:
             Director stock compensation                                                                     0                0
             Change in assets and liabilities
               (Increase) decrease in accounts receivable                                                    0                0
               Increase (decrease) in accounts payable                                                     345                0
                                                                                                 -------------     ------------
                  Net cash (used in)
                    operating activities                                                         $      (1,350)    $       (283)
                                                                                                 ==============    =============
          Supplemental schedule of non-cash
             investing and financing activities
          Issue common stock to directors                                                        $           0     $          0
                                                                                                 =============     ============


</TABLE>


See Accompanying Notes to Financial Statements.


                                       9
<PAGE>

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

Note 1. Nature of Business and Significant Accounting Policies

Nature of Business:

Multinet International Corporation, Inc. ("the Company") was organized May 17,
1996 under the laws of the State of Nevada.  The Company was formed to provide
experienced  management  to companies  through  management  contracts or through
merger  or  acquisition.  The  Company  currently  has  no  operations  and,  in
accordance  with  Statement  of  Financial  Accounting  Standard  (SFAS)  No. 7,
"Accounting  and Reporting by Development  Stage  Enterprises,"  is considered a
development stage company.

A summary of the Company's significant accounting policies is as follows:
----------------------------------------------------------------------------

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

Interim Financial Statements
----------------------------
The financial statements for the three months and six months ended June 30, 1999
and the three  months  ended June 30, 2000 are  unaudited  and should be read in
conjunction with the Company's  annual financial  statements for the years ended
December 31, 1999 and 1998 and the six months ended June 30, 2000.  Such interim
statements  have been prepared in conformity  with the rules and  regulations of
the Securities and Exchange Commission. Certain disclosures normally included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and regulations
pertaining to interim financial  statements.  In the opinion of management,  all
adjustments  (consisting of normal recurring  adjustments)  necessary for a fair
presentation have been included. The results of operations of any interim period
are not necessarily indicative of the results of operations for the full year.

Cash
----
For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash  equivalents.  There were no cash
equivalents as of June 30, 2000, December 31, 1999, and December 31, 1998.



                                       10
<PAGE>

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

Note 1. Nature of Business and Significant Accounting Policies (continued)

Income Taxes
------------
Deferred taxes are provided on a liability  method  whereby  deferred tax assets
are recognized for deductible  temporary  differences and operating loss and tax
credit  carryforwards  and deferred tax  liabilities  are recognized for taxable
temporary  differences.  Temporary  differences are the differences  between the
reported  amounts of assets and  liabilities  and their tax basis.  Deferred tax
assets are reduced by a valuation  allowance when, in the opinion of management,
it is more likely than not that some  portion or all of the  deferred tax assets
will not be realized.  Deferred tax assets and  liabilities are adjusted for the
effect of changes in tax laws and rates on the date of enactment.

Due to the inherent  uncertainty  in forecasts  of future  events and  operating
results,  the Company has provided for a valuation  allowance in an amount equal
to gross deferred tax assets resulting in no net deferred tax assets at June 30,
2000, December 31, 1999 and 1998.

Note 2.  Stockholders' Equity

Common Stock
------------
The authorized  common stock of the Company  consists of 25,000,000  shares with
par value of $0.001.  On May 17, 1996,  the Company  authorized and issued 2,000
shares for  $2,000.  On May 15, 1998 the  Company  issued 425 shares,  valued at
$1.00 per share to directors  for  services  rendered.  On August 15, 1999,  the
Company's  shareholders  approved a thousand for one stock split of the existing
shares.  Prior year information has been restated to reflect the stock split. In
December 1999, the Company issued 500 shares at $1.00 per share.  In March 2000,
the Company issued 5,500 shares at $ 1.00 per share.

The Company has not authorized any preferred stock.

Net loss per common share
-------------------------
Net  loss per  share is  calculated in accordance with SFAS No. 128, "Earnings
Per Share." The weighted - average  number of common shares  outstanding  during
each period is used to compute  basic loss per share.  Diluted loss per share is
computed  using the weighted  averaged  number of shares and dilutive  potential
common shares  outstanding.  Dilutive  potential  common  shares are  additional
common shares assumed to be exercised.

Basic  net loss per  common  share is based on the  weighted  average  number of
shares of common stock outstanding  of 2,429,104  during 2000, 2,425,038 during
1999,  2,267,808 during 1998, and 2,219,823 since  inception. As of June 30,
2000 and December  31,  1999,  and 1998,  the Company had no dilutive  potential
common shares.


                                       11
<PAGE>

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

Note 3.  Related Party Transactions

During  the  formation  and  development  of  the  Company,   Shogun  ("Shogun")
Investment Group, Ltd., a related party through common ownership and management,
paid for certain filings and expenses.  Included in accounts payable and accrued
liabilities  as of the end of June 30, 2000,  December 31, 1999,  and 1998,  the
Company  owed  Shogun  $305,  $220,  and $220,  respectively,  related  to these
advances.

On June 15, 2000, the Company signed a definitive  agreement to acquire Nikky D.
Corporation,  a company  related  through common  ownership.  At the acquisition
date,  the  common  stockholder  owned 3.5% of the  Company  and 15% of Nikky D.
Corporation.  After  the  acquisition,  the  stockholder  will  own  8.7% of the
Company.

Note 4.  Going Concern

The Company's  financial  statements  are prepared in accordance  with generally
accepted accounting  principles applicable to a going concern. This contemplates
the  realization  of assets and the  liquidation  of  liabilities  in the normal
course of  business.  Currently,  the  Company  has no  operations  or source of
revenue. On June 15, 2000, the Company signed a definitive  agreement to acquire
Nikky D. Corporation,  effective July 1, 2000. Nikky D.  Corporation,  through a
management  contract  with a company  affiliated  through  common  ownership and
management,  manages a convenience store in the Phoenix,  Arizona area. Revenues
are provided for by a  management  agreement  with the  convenience  store.  The
business plan contemplates a private placement or merger with a larger operating
enterprise to increase its revenue base.  Without the  realization of additional
capital  through a merger or sale of  securities,  it would be unlikely  for the
Company to continue as a going concern.



                                       12
<PAGE>

                              NIKKY D. CORPORATION

                                FINANCIAL REPORTS

                                  JUNE 30, 2000
                                DECEMBER 31, 1999
                                DECEMBER 31, 1998

                              NIKKY D. CORPORATION

                                    CONTENTS


INDEPENDENT AUDITOR'S REPORT ON THE
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . 1

FINANCIAL STATEMENTS
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . ..2

Statements of Income. . . . . . . . . . . . . . . . . . . . .3-4

Statements of Retained Earnings (Deficit). . . . . . . . . . 3

Statements of Cash Flows . . . . . . . . . . . . . . . . . . 5-8

Notes to Financial Statements . . . . . . . . . . . . . . . .9-11


<PAGE>


                          Independent Auditor's Report
                          ----------------------------


         To the Board of Directors
         Nikky D. Corporation
         Las Vegas, Nevada


         I have audited the  accompanying  balance sheet of Nikky D. Corporation
         as of June 30,  2000 and the  related  statements  of income,  retained
         earnings  (deficit),  and cash flows for the six months then  ended.  I
         have also audited the  accompanying  balance  sheets as of December 31,
         1999 and 1998 and the related  statements of income,  retained earnings
         (deficit),  and cash  flows for each of the  years  then  ended.  These
         financial   statements   are  the   responsibility   of  the  Company's
         management.  My  responsibility  is to  express  an  opinion  on  these
         financial statements based on my audit.

         I conducted my audits in accordance  with generally  accepted  auditing
         standards.  Those standards  require that I plan and perform the audits
         to obtain reasonable  assurance about whether the financial  statements
         are free of material  misstatement.  An audit includes examining,  on a
         test basis,  evidence  supporting  the amounts and  disclosures  in the
         financial  statements.  An audit also includes assessing the accounting
         principles used and significant  estimates made by management,  as well
         as evaluating the overall financial statement  presentation.  I believe
         that my audits provide a reasonable basis for my opinion.

         In my opinion,  the  financial  statements  referred  to above  present
         fairly, in all material  respects,  the financial  position of Nikky D.
         Corporation  as of June 30, 2000 and the results of its  operations and
         cash flows for the six months then ended,  in conformity with generally
         accepted accounting  principles.  The financial  statements referred to
         above present fairly, in all material respects,  the financial position
         of  Nikky  D.  Corporation  as of  December  31,  1999 and 1998 and the
         results  of its  operations  and cash  flows for each of the years then
         ended, in conformity with generally accepted accounting principles.




         /s/ KYLE L. TINGLE
             --------------
             KYLE L. TINGLE
             CERTIFIED PUBLIC ACCOUNTANT

             July 10, 2000
             Henderson, Nevada


                                       1
<PAGE>

                              NIKKY D. CORPORATION
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                   June 30,     December 31,      December 31,
                                                                                       2000             1999              1998
                                                                              -------------    -------------     -------------
         <S>                                                                  <C>              <C>               <C>

                                                            ASSETS
          CURRENT ASSETS
               Cash                                                           $         996    $       2,117     $       3,856
               Prepaid expenses                                                       1,159              159                 0
                                                                              -------------    -------------     -------------

                      Total current assets                                    $       2,155    $       2,276     $       3,856
                                                                              =============    =============     =============

                                     Total assets                             $       2,155    $       2,276     $       3,856
                                                                              =============    =============     =============


                                                      LIABILITIES AND STOCKHOLDERS' EQUITY
          CURRENT LIABILITIES
               Accounts payable and accrued expenses                          $         730    $         480     $           0
               Federal and state income tax payable                                       0                0               676
                                                                              -------------    -------------     -------------

                      Total current liabilities                               $         730    $         480     $         676

               Long-term debt                                                             0                0                 0
                                                                              -------------    -------------     -------------

                                     Total liabilities                        $         730    $         480     $         676
                                                                              =============    =============     =============


          STOCKHOLDERS' EQUITY
               Common stock: $.001 par value;
                  authorized 50,000,000 shares;
                  issued and outstanding 2,000,000                            $       2,000    $       2,000     $       2,000
               Retained earnings (deficit)                                             (575)            (204)            1,180
                                                                              --------------   --------------    -------------

                      Total stockholders' equity                              $       1,425    $       1,796     $       3,180
                                                                              =============    =============     =============

                                     Total liabilities and
                                     stockholders' equity                     $       2,155    $       2,276     $       3,856
                                                                              =============    =============     =============
</TABLE>


         See Accompanying Notes to Financial Statements.



                                       2
<PAGE>
                              NIKKY D. CORPORATION
                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                  For the six months ended               For the year ended
                                                                   June 30,         June 30,      December 31,     December 31,
                                                                       2000             1999              1999             1998
                                                              -------------     ------------     -------------     ------------
                                                                                 (unaudited)
       <S>                                                    <C>               <C>              <C>               <C>
       Revenues (note 3)                                      $      75,762     $      57,974    $     133,394     $      78,000

       Operating, general and administrative expenses
          Salaries and payroll taxes (note 3)                 $      59,027     $      27,936    $      88,083     $           0
          Management fees (note 3)                                   10,650            16,692           25,692            51,179
          Other operating expenses                                    6,456            12,973           21,003            29,093
                                                              -------------     -------------    -------------     -------------

                  Operating, general and
                  administrative expenses                     $      76,133     $      57,601    $     134,778     $      80,272
                                                              -------------     -------------    -------------     -------------

                  Operating income (loss)                     $        (371)    $         373    $      (1,384)    $      (2,272)

       Nonoperating income (expense)
          Interest expense                                                0                 0                0                 0
                                                              -------------     -------------    -------------     -------------

                  Net income (loss) before income taxes       $        (371)              373    $      (1,384)    $      (2,272)

          Federal and state income taxes                                  0                 0                0               676
                                                              -------------     -------------    -------------     -------------

                  Net income (loss)                           $        (371)    $         373    $      (1,384)    $      (2,948)
                                                              ==============    =============    ==============    ==============


                  Net income (loss) per share (Note 2)        $      (0.00)     $        0.00    $      (0.00)     $       (0.00)
                                                              =============     =============    =============     =============

                  Average number of shares
                  of common stock outstanding                     2,000,000         2,000,000        2,000,000         2,000,000
                                                              =============     =============    =============     =============
</TABLE>

                              NIKKY D. CORPORATION
                    STATEMENTS OF RETAINED EARNINGS (DEFICIT)
<TABLE>
<CAPTION>
                                                                 For the six months ended                For the year ended
                                                                   June 30,         June 30,     December 31,      December 31,
                                                                       2000             1999              1999             1998
                                                              -------------     ------------     -------------     ------------
                                                                                  (unaudited)
       <S>                                                    <C>               <C>              <C>               <C>
       Balance, beginning                                     $        (204)    $       1,180    $       1,180     $       4,128

                  Add (deduct) net income (loss)                       (371)              373           (1,384)           (2,948)
                                                              --------------    -------------    --------------    --------------

       Balance, ending                                        $        (575)    $       1,553    $        (204)    $       1,180
                                                              ==============    =============    ==============    =============
</TABLE>
         See Accompanying Notes to Financial Statements.

                                       3
<PAGE>

                                                            NIKKY D. CORPORATION
                                                            STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                                                                 For the three months ended
                                                                                                      June 30,         June 30,
                                                                                                          2000             1999
                                                                                                 -------------     ------------
                                                                                                           (unaudited)
       <S>                                                                                       <C>               <C>
       Revenues (note 3)                                                                         $      38,963     $      41,974

       Operating, general and administrative expenses
          Salaries and payroll taxes (note 3)                                                    $      30,604     $      27,936
          Management fees                                                                                6,150             6,173
          Other operating expenses                                                                       3,058             6,732
                                                                                                 -------------     -------------

                             Operating, general and
                  administrative expenses                                                        $      39,812     $      40,842
                                                                                                 -------------     -------------

                  Operating (loss)                                                               $        (849)    $       1,132

       Nonoperating income (expense)
          Interest expense                                                                                   0                 0
                                                                                                 -------------     -------------

                  Net (loss) before income taxes                                                 $        (849)    $       1,132

          Federal and state income taxes                                                                     0                 0
                                                                                                 -------------     -------------

                  Net (loss)                                                                     $        (849)    $       1,132
                                                                                                 ==============    =============


                  Net (loss) per share (Note 2)                                                  $      (0.00)     $        0.00
                                                                                                 =============     =============

                  Average number of shares
                  of common stock outstanding                                                        2,000,000         2,000,000
                                                                                                 =============     =============

</TABLE>


         See Accompanying Notes to Financial Statements.


                                       4
<PAGE>

                                                            NIKKY D. CORPORATION
                                                        STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                 For the six months ended                For the year ended
                                                                   June 30,         June 30,     December 31,      December 31,
                                                                       2000             1999              1999             1998
                                                              -------------     ------------     -------------     ------------
                                                                                    (unaudited)
         <S>                                                  <C>               <C>              <C>               <C>

         Cash Flows From Operating Activities
             Cash received from customers                     $      75,762     $      57,974    $     133,394     $      78,000
             Cash paid to suppliers and vendors                     (76,883)          (58,596)        (135,133)          (81,263)
                                                              --------------    --------------   --------------    --------------

                  Net cash (used in) operating
                     activities                               $      (1,121)    $        (622)   $      (1,739)    $      (3,263)
                                                              --------------    --------------   --------------    --------------

         Cash Flows From Investing Activities
             Advances from related parties                    $           0     $           0    $           0     $           0
             Issuance of common stock                                     0                 0                0                 0
                                                              -------------     -------------    -------------     -------------

                  Net cash (used in) investing
                     activities                               $           0     $           0    $           0     $           0
                                                              -------------     -------------    -------------     -------------

         Cash Flows From Financing Activities
             Proceeds from notes payable                      $           0     $           0    $           0     $           0
             Principal payments on notes payable                          0                 0                0                 0
                                                              -------------     -------------    -------------     -------------

                  Net cash (used in) financing
                     activities                               $           0     $           0    $           0     $           0
                                                              -------------     -------------    -------------     -------------

                  Net (decrease) in cash and
                    cash equivalents                          $      (1,121)    $        (622)   $      (1,739)    $      (3,263)

         Cash and cash equivalents at
             beginning of year                                        2,117             3,856            3,856             7,119
                                                              -------------     -------------    -------------     -------------

         Cash and cash equivalents at end of year             $         996     $       3,234    $       2,117     $       3,856
                                                              =============     =============    =============     =============

</TABLE>

         See Accompanying Notes to Financial Statements.


                                       5
<PAGE>

                              NIKKY D. CORPORATION
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                  For the six months ended               For the year ended
                                                                   June 30,         June 30,     December 31,      December 31,
                                                                       2000             1999              1999             1998
                                                              -------------     ------------     -------------     ------------
                                                                                    (unaudited)
         <S>                                                  <C>               <C>              <C>               <C>
         Reconciliation of Net Loss to Net Cash (Used
             In) Operating Activities

         Net (loss)                                           $        (371)    $         373    $      (1,384)    $      (2,948)
         Adjustments to reconcile net (loss) to cash
             (used in) operating activities :
             Change in assets and liabilities
                (Increase) decrease in prepaid expense               (1,000)             (319)            (159)                0
                Increase (decrease) in accounts payable                 250              (676)            (196)             (315)
                                                              -------------     --------------   --------------    --------------

                  Net cash (used in)
                    operating activities                      $      (1,121)    $        (622)   $      (1,739)    $      (3,263)
                                                              ==============    ==============   ==============    ==============

</TABLE>


         See Accompanying Notes to Financial Statements.



                                       6
<PAGE>

                              NIKKY D. CORPORATION
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                                  For the three months ended
                                                                                                      June 30,         June 30,
                                                                                                          2000             1999
                                                                                                 -------------     ------------
                                                                                                          (unaudited)
         <S>                                                                                     <C>               <C>
         Cash Flows From Operating Activities
             Cash received from customers                                                        $      38,963     $      41,974
             Cash paid to suppliers and vendors                                                        (39,562)          (41,002)
                                                                                                 --------------    --------------
                  Net cash (used in) operating
                     activities                                                                  $        (599)    $         972
                                                                                                 --------------    -------------

         Cash Flows From Investing Activities
             Capital expenditures                                                                $           0     $           0
             Issuance of common stock                                                                        0                 0
                                                                                                 -------------     -------------

                  Net cash (used in) investing
                     activities                                                                  $           0     $           0
                                                                                                 -------------     -------------

         Cash Flows From Financing Activities
             Proceeds from notes payable                                                         $           0     $           0
             Principal payments on notes payable                                                             0                 0
                                                                                                 -------------     -------------

                  Net cash (used in) financing
                     Activities                                                                  $           0     $           0
                                                                                                 -------------     -------------

                  Net (decrease) in cash and
                    cash equivalents                                                             $        (599)    $         972

         Cash and cash equivalents at
             beginning of year                                                                           1,595             2,262
                                                                                                 -------------     -------------

         Cash and cash equivalents at end of year                                                $         996     $       3,234
                                                                                                 =============     =============
</TABLE>

         See Accompanying Notes to Financial Statements.



                                       7
<PAGE>

                                                            NIKKY D. CORPORATION
                                                         STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                                  For the three months ended
                                                                                                      June 30,         June 30,
                                                                                                          2000             1999
                                                                                                 -------------     ------------
                                                                                                          (unaudited)
         <S>                                                                                     <C>               <C>
         Reconciliation of Net Loss to Net Cash (Used
             In) Operating Activities

         Net (loss)                                                                              $        (849)    $       1,132
         Adjustments to reconcile net (loss) to cash
             (used in) operating activities :
             Change in assets and liabilities
                (Increase) decrease in accounts receivable                                                   0              (160)
                Increase (decrease) in accounts payable                                                    250                 0
                                                                                                 -------------     -------------

                  Net cash (used in)
                    operating activities                                                         $        (599)    $         972
                                                                                                 ==============    =============
</TABLE>

See Accompanying Notes to Financial Statements.

                                       8
<PAGE>

                              NIKKY D. CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


Note 1.  Nature of Business and Significant Accounting Policies

         Nature of business:

         The Company's  operations are  principally in the business of providing
         management  services  to  other  businesses,  primarily  in  Sun  City,
         Arizona.  In 1999,  the  Company  began  provided  payroll  services in
         addition to the management services.

 A summary of the  Company's  significant  accounting  policies  is as follows:
 -----------------------------------------------------------------------------

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

         Interim Financial Statements
         ----------------------------
         The financial statements for the three months and six months ended June
         30, 1999 and the three  months  ended June 30, 2000 are  unaudited  and
         should  be read in  conjunction  with the  Company's  annual  financial
         statements  for the years ended  December 31, 1999 and 1998 and the six
         months ended June 30, 2000. Such interim  statements have been prepared
         in conformity  with the rules and  regulations  of the  Securities  and
         Exchange Commission. Certain disclosures normally included in financial
         statements  prepared in accordance with generally  accepted  accounting
         principles  have been  condensed or omitted  pursuant to such rules and
         regulations pertaining to interim financial statements.  In the opinion
         of  management,   all  adjustments   (consisting  of  normal  recurring
         adjustments)  necessary for a fair presentation have been included. The
         results  of  operations  of any  interim  period  are  not  necessarily
         indicative of the results of operations for the full year.

         Cash Equivalents
         ----------------
         For purposes of the statement of cash flows, the Company  considers all
         highly  liquid  debt  instruments  purchased  with a maturity  of three
         months or less to be cash  equivalents.  There were no cash equivalents
         as of June 30, 2000, December 31, 1999, and December 31, 1998.

         Revenue Recognition
         -------------------
         The  Company  reports  income and  expenses  on the  accrual  method of
         accounting  whereby  income is recorded  when it is earned and expenses
         are recorded when they are incurred.  Revenue from  management  fees is
         recognized  as  billed  by  the  Company,  based  upon  the  management
         contracts.

                                       9
<PAGE>
                              NIKKY D. CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

Note 1.     Nature of Business and Significant Accounting Policies (continued)

         Deferred Income taxes
         ---------------------
         The Company records income and computes  certain  deductions for income
         tax  purposes  on a  basis  different  from  that  used  for  financial
         reporting. For income tax purposes the Company prepares it's income tax
         returns on the cash  method of  accounting  under  which  revenues  are
         recognized  when received and costs are recognized  when they are paid.
         Accordingly, the deferred income taxes related to the timing difference
         have been recorded.

         Due to the  inherent  uncertainty  in  forecasts  of future  events and
         operating results,  the Company has provided for a valuation  allowance
         in an amount  equal to gross  deferred  tax assets  resulting in no net
         deferred tax assets at June 30, 2000, December 31, 1999, and 1998.

Note 2.  Stockholders' Equity

         Common stock
         ------------
         The  Secretary of State in Arizona has given the Company the  authority
         to issue  50,000,000  shares of $0.001 par value common stock.  On June
         17,  1994,  the  Company  issued  2,000,000  shares of $0.001 par value
         common stock to its shareholders for $2,000.

         The Company has not authorized any preferred stock.

         Net loss per common share
         -------------------------
         Net loss per share is  calculated  in  accordance  with  SFAS No.  128,
         "Earnings  Per Share."  The  weighted-average  number of common  shares
         outstanding during each period is used to compute basic loss per share.
         Diluted loss per share is computed using the weighted  averaged  number
         of shares and dilutive  potential common shares  outstanding.  Dilutive
         potential  common shares are  additional  common  shares  assumed to be
         exercised.

         Basic net loss per common share is based on the weighted average number
         of shares of common stock  outstanding of 2,000,000  during 2000, 1999,
         and 1998. The Company had no dilutive  potential  common shares at June
         30, 2000 and at December 31, 1999 and 1998.

Note 3.  Related Parties and Major Customer

         The Company has an agreement with Fernando's  Mobil Station,  a company
         affiliated through common ownership, to provided managerial and payroll
         services.  Fernando's  Mobil Station is a partnership.  Each of the 50%
         partners of Fernando's  Mobil Station owned 15% of Nikky D Corporation.
         The minimum  monthly  management  fee  required is $8,200.  Included in
         revenue at June 30,  2000,  December  31,  1999 and 1998,  is  $75,762,
         $133,394, and $78,000, respectively, related to these agreements.

                                       10
<PAGE>

                              NIKKY D. CORPORATION
                          NOTES TO FINANCIAL STATEMENTS


Note 3.       Related Parties and Major Customer (continued)

         Included  in general  and  administrative  expenses  for the six months
         ended June 30, 2000 and the years ended  December 31, 1999 and 1998 are
         salaries and management  fees paid to the  officer-stockholders  of the
         Company totaling $23,650, $64,692, and $51,179, respectively.

         Subsequent  to the balance  sheet  dates,  the Company  entered into an
         agreement  with  Multinet  International,  Inc.,  a company  affiliated
         through  common  ownership,  to be acquired by Multinet  International,
         Inc. Common  ownership was through a single  shareholder that owned 15%
         of Nikky D Corporation and 3.5% of Multinet at the time of acquisition.
         The shareholder owns 8.7% of the combined entity.

         There were no related party transactions with Multinet International
         Corporation,  Inc. during the audit periods.

Note 4.       Income Tax Matters

         The provision for the income tax expense at June 30, 2000 and at
         December 31, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>

                                                                June 30,        December 31      December 31
                                                                   2000         1999             1998
                                                              -------------     -------------    -------------
                <S>                                           <C>               <C>              <C>
                Federal income taxes payable                  $           0     $           0    $         441
                State income taxes payable                                0                 0              235
                                                              -------------     -------------    -------------


                Federal and state income tax expense          $           0     $           0    $         676
                                                              =============     =============    =============
</TABLE>

Note 5.       Concentration of Risk

         Predominantly  all of the Company's  revenues are  generated  through a
         management   agreement  with  Fernando's  Mobil  Station,   a  company
         affiliated through common ownership.

Note 6.       Subsequent Events

         On June 15,  2000,  the  Company  signed a  definitive  agreement  with
         Multinet  International,  Inc.,  a company  affiliated  through  common
         ownership  as described in Note 3. This  agreement,  effective  July 1,
         2000, allows the Company to be acquired by Multinet International, Inc.

         The business  plan  encompasses  the  operations  of Nikky D.
         Corporation,  together with a private placement or business merger of a
         larger  operating  enterprise,  to  ultimately  increase its volume and
         revenue base.

<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATION.


NOTE REGARDING PROFECTIONS AND FORWARD LOOKING STATEMENTS.

This  statement  includes  projections  of future  results and  "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of 1933
as amended (the "Securities  Act"),  and Section 21E of the Securities  Exchange
Act of 1934 as amended (the "Exchange Act"). All statements that are included in
this  Registration  Statement,  other than  statements of historical  fact,  are
forward-looking  statements.  Although Management believes that the expectations
reflected in these  forward-looking  statements are  reasonable,  it can give no
assurance  that such  expectations  will prove to have been  correct.  Important
factors  that  could  cause  actual  results  to  differ   materially  from  the
expectations  are disclosed in this Statement,  including,  without  limitation,
with those forward-looking statements contained in this Statement.

PLAN OF OPERATION

In June of 2000, Multinet International Corporation, Inc. signed a letter of
intent to merge with Nikky D. Corporation, an Arizona company that engages in
the management of independent  service  stations or repair shops  connected with
the auto industry. A formal acquisition agreement was signed in July.

Multinet  International  Corporation,  Inc.'s  objective  is to become a leading
provider of  automobile  station  management  to  automotive  service  stations,
automobile  dealerships and any other online  management that will assist in the
economic operation of these special services and marketing companies.
The Company  intends to establish a niche in providing high quality  management,
creating high standards of service to the public.  The Company's  strategy is to
acquire enough management  contacts so that it will be economical to control all
inventories and sales through a central internet  accounting  system,  providing
the automotive  service and dealership  operations  with an instant  read-out of
their daily operations.

Currently,  Nikky D.  Corporation,  the  candidate for  acquisition  by Multinet
International  Corporation,  Inc.,  maintains  one contract  with an  automobile
service station and is looking to expand.  If additional  income is necessary to
continue Multinet International Corporation, Inc.'s operations, management is in
the position to extend the Company a line of credit. At the present, the Company
has no commitment for capital expenditures.

<PAGE>

                           PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.

(a)      Exhibits

Exhibit No.                                 Description
-----------       ----------------------------------------------------

3.1               Articles of Incorporation
                    of Multinet International Corporation, Inc.

3.2               Bylaws
                    of Multinet International Corporation, Inc.


(b)      Reports on Form 8-K

         The Company did not file a report on Form 8-K during this time period.


<PAGE>

EXHIBIT 3.1
ARTICLES OF INCORPORATION

FILED

In the office of the
Secretary of State of the
State of Nevada
May 17, 1996
No. 11128-96
/s/ DEAN HELLER
    -----------
    DEAN HELLER
    SECRETARY OF STATE


                            ARTICLES OF INCORPORATION
                                       OF
                    MULTINET INTERNATIONAL CORPORATION, INC.

                                    ARTICLE I

                               NAME OF CORPORATION

Name of Corporation:  Multinet International Corporation,
                      Inc.

                                   ARTICLE II

                                 RESIDENT AGENT

Resident Agent:  Donald C. Bradley
Street Address:  7551 West Charleston Boulevard, #35
                 Las Vegas, Nevada 89117

                                   ARTICLE III

                                     SHARES
            (Number of shares the corporation is authorized to issue)

Number of shares with par value:  25,000,000
Par value:  .001
Number of shares without par value:  None

                                   ARTICLE IV

                                 GOVERNING BOARD

The governing  board shall be styled as Directors.  The first Board of Directors
shall consist of one member and the names and addresses are as follows:

Donald C. Bradley
7551 West Charleston Boulevard, #35
Las Vegas, Nevada 89117

                                    ARTICLE V

                                     PURPOSE

The purpose of the corporation  shall be to create and operate any and all legal
business on the Internet.

                                   ARTICLE VI

                                  OTHER MATTERS

This form includes the minimal  statutory  requirements to incorporate under NRS
78.

                                   ARTICLE VII

                           SIGNATURES OF INCORPORATORS

The names and addresses of each of the incorporators signing the articles:

Donald C. Bradley
7551 West Charleston Boulevard, #35
Las Vegas, Nevada 89117

/s/ DONALD C. BRADLEY
    -----------------
    DONALD C. BRADLEY
    INCORPORATOR

State of Nevada, County of Clark

This instrument was  acknowledged  before me on May 3, 1996 by Donald C. Bradley
as incorporator of Multinet International Corporation, Inc.

/s/ DAVID L. ALEXANDER
    ------------------
    DAVID L. ALEXANDER
    NOTARY PUBLIC

                                  ARTICLE VIII

           CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT

I, Donald C. Bradley,  hereby accept  appointment as Resident Agent for the
above named corporation.

/s/ DONALD C. BRADLEY               Date:  May 2, 1996
    -----------------
    DONALD C. BRADLEY
    RESIDENT AGENT





<PAGE>

EXHIBIT 3.2
BYLAWS OF MULTINET

                                   BY-LAWS OF
                    MULTINET INTERNATIONAL CORPORATION, INC.

                                ARTICLE I OFFICES

         The  principal  office  of the  Corporation  shall be  established  and
maintained at 7551 W.  Charleston,  # 35 Las Vegas,  NV 89117,  County of Clark,
State of Nevada.  The Corporation may also have offices at such places within or
without the State of Nevada as the board may from time to time establish.

                             ARTICLE II SHAREHOLDERS

1. MEETINGS. The annual meeting of the shareholders of this Corporation shall be
held on the fifteenth day of March, of each year or at such other time and place
designated by the Board of Directors of the Corporation.  Business transacted at
the annual  meeting shall  include the election of Directors of the  Corporation
and all other matters  properly  before the Board.  If the  designated day shall
fall on a Sunday  or  legal  holiday,  the  meeting  shall be held on the  first
business day thereafter.

2. SPECIAL  MEETINGS.  Special meetings of the  Shareholders  shall be held when
directed  by the  President  or the Board of  Directors,  or when  requested  in
writing by the holders of not less than ten (10%) of all the shares  entitled to
vote at the meeting.  A meeting requested by Shareholders  shall be called for a
date not less than ten (10) nor more than  thirty (30) days after the request is
made unless the Shareholders  requesting the meeting designate a later date. The
call for the meeting  shall be issued by the  Secretary,  unless the  President,
Board of Directors,  or  Shareholders  requesting  the meeting  shall  designate
another person to do so.

3.       PLACE. Meetings of Shareholders shall be held at the principal place of
business of the Corporation or at such other place as may be designated by the
Board of Directors.

4.  NOTICE.  Written  notice to each  Shareholder  entitled to vote  stating the
place,  day and hour of the meeting and, in the case of a special  meeting,  the
purpose or purposes for which the meeting is called, shall be delivered not less
than  ten (10) nor more  than  thirty  (30)  days  before  the  meeting.  If any
Stockholder  shall transfer his stock after notice, it shall not be necessary to
notify the  transferee.  Any  Stockholder may waive notice of any meeting either
before, during or after the meeting.

                                      (1)
<PAGE>

5. QUORUM.  The  majority of the Shares  entitled to vote,  represented  in
person or by Proxy, shall constitute a Quorum at a meeting of Shareholders,  but
in no event  shall a Quorum  consist of less than 1/3 of the shares  entitled to
vote at the meeting.

            After  a  Quorum  has  been  established  at  a  Shareholders'
meeting, the subsequent  withdrawal of Shareholders,  so as to reduce the number
of shares  entitled  to vote at the  meeting  below the  number  required  for a
Quorum,  shall not effect the validity of any action taken at the meeting or any
adjournment thereof.

6. PROXY. Every Shareholder entitled to vote at a meeting of Shareholders, or to
express  consent  or  dissent   without  a  meeting,   or  his  duly  authorized
attorney-in-fact,  may  authorize  another  person or  persons to act for him by
Proxy. The Proxy must be signed by the Shareholder or his  attorney-in-fact.  No
Proxy  shall be valid  after  the  expiration  of six (6)  months  from the date
thereof, unless otherwise provided in the Proxy.

                              ARTICLE III DIRECTORS

1. BOARD OF  DIRECTORS.  The Board of Directors  shall  consist of from three to
nine  members,  as decided by a vote of the  Shareholders  The  business  of the
Corporation  shall be managed and its corporate  powers  exercised by a Board of
Directors,  each of whom shall be of majority age. It shall not be necessary for
Directors to be Shareholders.

2. ELECTION AND TERM OF DIRECTORS. Directors shall be elected at the annual
meeting of  Stockholders  and each Director  elected shall hold office until his
successor  has been elected and  qualified,  or until his prior  resignation  or
removal.

3.  VACANCIES.  If the office of any  Director,  member of a committee  or other
officer becomes vacant,  the remaining  Directors in office, by a majority vote,
may appoint any qualified person to fill such vacancy, who shall hold office for
the unexpired term and until his successor shall be duly chosen.

4. REMOVAL OF DIRECTORS. Any or all of the Directors may be removed with or
without cause by vote of a majority of all of the stock outstanding and entitled
to vote at a special meeting of Stockholders called for that purpose.

5. NEWLY  CREATED  DIRECTORSHIPS.  The number of  Directors  may be increased by
amendment of these By-Laws and by the affirmative vote of a majority in interest
of the  Stockholders,  at the annual meeting or at a special  meeting called for
that purpose,  and by like vote the  additional  Directors may be chosen at such
meeting to hold office until the next annual election and until their successors
are elected and qualify.

                                      (2)
<PAGE>

6. RESIGNATION.  A Director may resign at any time by giving written notice
to the  Board,  the  President  or the  Secretary  of  the  Corporation.  Unless
otherwise  specified  in the  notice,  the  resignation  shall take  effect upon
receipt  thereof by the Board of such  resignation,  and the  acceptance  of the
resignation shall not be necessary to make it effective.

7. QUORUM OF DIRECTORS.  A majority of the Directors  shall  constitute a quorum
for the  transaction of business.  If at any meeting of the Board there shall be
less than a qUorum  present,  those present may adjourn,  and no further  notice
thereof need to be given other than by  announcement  at the meeting which shall
be so adjourned.

8. PLACE AND TIME OF BOARD MEETINGS.  The Board may hold its meeting at the
office of the Corporation or at such other places,  either within or without the
State, as it may from time to time determine.

9. NOTICE OF MEETINGS OF THE BOARD. A regular annual meeting of the Board may be
held  without  notice  at such  time and  place as it  shall  from  time to time
determine.  Special  meetings  of the  Board  shall be held  upon  notice to the
Directors  either  personally,  by mail or by wire.  Special  meetings  shall be
called by the  President  or by the  Secretary  on the  written  request  of two
Directors.  Notice of a meeting  need not be given to any Director who submits a
waiver of notice before or after the meeting or who attends the meeting  without
protesting the lack of notice to him prior thereto or at its commencement.

10.      REGULAR ANNUAL MEETING. A regular annual meeting of the
Board shall be held immediately following the annual meeting of
Stockholders at the place of such annual meeting of
Stockholders.

11. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution, may designate
two or more of their members to the Executive Committee.  To the extent provided
in said  resolution or these By-Laws,  said committee may exercise the powers of
the Board concerning the management of the business of the Corporation.

12. COMPENSATION. No compensation shall be paid to Directors, as such, for their
services,  but by resolution  of the Board,  a fixed sum and expenses for actual
attendance,  at each regular or special meeting of the Board, may be authorized.
Nothing  herein  contained  shall be construed  to preclude  any  Director  from
serving  the  Corporation  in any  other  capacity  and  receiving  compensation
therefor.

                                      (3)
<PAGE>

                               ARTICLE IV OFFICERS

1.       OFFICERS, ELECTION AND TERM.

         a. The Board may elect or appoint a Chairman, a President,  one or more
Vice Presidents,  a Secretary and a Treasurer, and such other officers as it may
determine, who shall have such duties and powers as hereinafter provided.

         b. All officers  shall be elected or appointed to hold office until the
meeting of the Board following the next annual meeting of Stockholders and until
their successors have been elected or appointed and qualified.

         c.       Any two or more offices may be held by the same

person.

2.       REMOVAL, RESIGNATION, SALARY, ETC.

     a. Any  officer  elected  or  appointed  by the Board may be removed by the
Board with or without cause.

     b. In the event of the death,  resignation  or removal of an  officer,  the
Board in its  discretion  may elect or appoint a successor to fill the unexpired
term.

     c.  Any  officer  elected  by the  Shareholders  may be  removed  only by a
majority vote of the Shareholders unless otherwise provided by the Shareholders.

     d. The salaries of all officers shall be fixed by the Board.

     e. The  Directors may require any Officer to give security for the faithful
performance of his duties.

3.  DUTIES.  The  officers  of this  Corporation  shall have the  following
duties:

         a.  The  President  shall  be  the  chief  executive   officer  of  the
Corporation,  shall have  general  and active  management  of the  business  and
affairs of the Corporation  subject to the directions of the Board of Directors,
and shall preside at all meetings of the Shareholders and Board of Directors.

         b. The  Secretary  shall  have  custody  of, and  maintain,  all of the
corporate records except the financial records;  shall record the minutes of all
meetings of the  Shareholders  and Board of  Directors,  send all notices of all
meetings,  and perform  such other duties as may be  prescribed  by the Board of
Directors or the President.

         c The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of Shareholders and whenever else
required by the Board of  Directors  or the  President,  and shall  perform such
other duties as may be prescribed by the Board of Directors or the President.


4.  REMOVAL OF  OFFICERS.  An officer or agent  elected or appointed by the
Board of Directors may be removed by the Board  whenever,  in its judgment,  the
best interests of the  Corporation  will be served  thereby.  Any vacancy in any
office may be filled by the Board of Directors.

                                      (4)
<PAGE>

                          ARTICLE V STOCK CERTIFICATES

1. ISSUANCE.  Every holder of shares of this Corporation  shall be entitled
to have a  certificate  representing  all  shares  of which he is  entitled.  No
certificate shall be issued for any share until such share is fully paid.

2. FORM.  Certificates  representing  shares in this  Corporation  shall be
signed by the  President  or Vice  President  and the  Secretary or an Assistant
Secretary  and may be sealed  with the seal of the  corporation  or a  facsimile
thereof.

3. TRANSFER OF STOCK.  The Corporation  shall register a stock  certificate
presented  to it for  transfer if the  certificate  is properly  endorsed by the
holder of record or by his duly authorized attorney.

4. LOST,  STOLEN OR DESTROYED  CERTIFICATES.  If the Shareholder  shall claim to
have lost or destroyed a certificate of shares issued by the Corporation,  a new
certificate  shall be issued upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost,  stolen or destroyed,  and,
at the discretion of the Board of Directors, upon the deposit of a bond or other
indemnity  in such  amount  and with  such  sureties,  if any,  as the Board may
reasonably require.

                          ARTICLE VI BOOKS AND RECORDS

1. BOOKS AND  RECORDS.  This  Corporation  shall keep  correct and complete
books and records of account and minutes of the proceedings of its Shareholders,
Board of Directors and committees of Directors.

                  This  Corporation  shall  keep  at its  registered  office  or
principal place of business a record of its  Shareholders,  giving the names and
addresses of all Shareholders and the number of the shares held by each.
                  Any books,  records and  minutes may be in written  form or in
any other form capable of being  converted into written form within a reasonable
time.

2.  SHAREHOLDERS'  INSPECTION RIGHTS. Any person who shall have been a holder of
record of shares or of voting trust  certificates  therefor at least ninety (90)
days immediately preceding his demand or shall be the holder of record of shares
or of  voting  trust  certificates  for  at  least  five  (5%)  percent  of  the
outstanding  shares of the Corporation,  upon written demand stating the purpose
thereof,  shall have the right to examine,  in person, by agent or attorney,  at
any reasonable time, for any proper purpose,  the  Corporation's  relevant books
and  records of  accounts,  minutes,  and records of  Shareholders,  and to make
extracts therefrom.

3.  FINANCIAL  INFORMATION.  Not later than three (3) months  after the close of
each fiscal year,  this  Corporation  shall prepare a balance sheet showing,  in
reasonable  detail,  the financial  condition of the Corporation at the close of
its fiscal  year,  and a profit and loss  statement  showing  the results of the
operations of the Corporation during its fiscal year.

                  Upon the  written  request  of any  Shareholder  or  holder of
voting trust  certificates for shares of the Corporation,  the Corporation shall
mail to each  Shareholder  or holder of voting trust  certificates a copy of the
most recent such balance sheet and profit and loss statement.

                  The  balance  sheet and  profit and loss  statements  shall be
filed in the registered  office of the Corporation of this state,  shall be kept
for at least five  years,  and shall be subject to  inspection  during  business
hours by any Shareholder or holder of voting trust certificates, in person or by
agent.

                                      (5)
<PAGE>

                              ARTICLE VII DIVIDEND

         The Board may out of funds legally available  therefor,  at any regular
or special meeting,  declare dividends upon the capital stock of the Corporation
as and when it deems  expedient.  Before declaring any dividend there may be set
apart out of any funds of the Corporation  available for dividends,  such sum or
sums as the Board from time to time in their  discretion deem proper for working
capital or as a reserve fund to meet  contingencies or for equalizing  dividends
or for such other purposes as the Board shall deem conducive to the interests of
the Corporation.

                           ARTICLE VIII CORPORATE SEAL

         The seal of the Corporation shall be circular in form and bear the name
of the Corporation,  the year of its organization and the words "CORPORATE SEAL,
STATE OF Nevada". The seal may be used by causing it to be impressed directly on
the  instrument  or writing to be sealed,  or upon  adhesive  substance  affixed
thereto.  The seal on the certificates for shares or on any corporate obligation
for the payment of money may be facsimile, engraved or printed.

                              ARTICLE IX EXECUTION

         All   corporate   instruments   and   documents   shall  be  signed  or
countersigned, executed, verified, or acknowledged by such officer, officers, or
other person or persons as the Board may from time to time designate.

                              ARTICLE X FISCAL YEAR

         The fiscal year shall begin the first day of July in each year.

                     ARTICLE XI NOTICE AND WAIVER OF NOTICE

         Whenever any notice is required by these By-Laws to be given,  personal
notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient  if given by  depositing  the same in the post office
box in a sealed post-paid  wrapper,  addressed to the person entitled thereto at
his last known post office address, and such notice shall be deemed to have been
given and received two (2) days subsequent to mailing. Stockholders not entitled
to vote  shall not be  entitled  to  receive  notice of any  meetings  except as
otherwise provided by Statute.

                  Whenever  any  notice  is  required  to  be  given  under  the
provisions  of  any  law,  or  under  the  provisions  of  the   Certificate  of
Incorporation of the Corporation or these By--Laws, a waiver thereof in writing,
signed by the person or persons  entitled  to said  notice,  before or after the
time stated therein, shall be deemed equivalent thereto.

                            ARTICLE XII CONSTRUCTION

         Whenever a conflict  arises  between the language of these By--Laws and
the Certificate of Incorporation, the Certificate of Incorporation shall govern.

                                      (6)
<PAGE>

                              ARTICLE XIII BUSINESS

1.  CONDUCT  OF  BUSINESS  WITHOUT  MEETINGS.  Any  action of the  Stockholders,
Directors  and  committee  may be taken without a meeting if consent in writing,
setting  forth the action so taken,  shall be signed by all persons who would be
entitled to vote on such action at a meeting and filed with the Secretary of the
Corporation  as  part  of the  proceedings  of the  Stockholders,  Directors  or
committees as the case may be.

2. MANAGEMENT BY  STOCKHOLDER.  In the event the  Stockholders  are named in the
Articles of Incorporation and are empowered therein to manage the affairs of the
Corporation in lieu of Directors,  the Stockholders of the Corporation  shall be
deemed  Directors  for the  purposes of these  By--Laws  and  wherever the words
"directors",  "board of directors",  or "board"  appear in these By-Laws,  those
words shall be taken to mean Stockholders.

                  The  Shareholders  may,  by majority  vote,  create a Board of
Directors to manage the business of the  Corporation  and exercise its corporate
powers.

                             ARTICLE XIV AMENDMENTS

         These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the  Stockholders  or at any special meeting thereof if notice
of the  proposed  alteration  or repeal to be made be contained in the notice of
such special meeting,  by the affirmative vote of a majority of the stock issued
and  outstanding and entitled to vote thereat,  or by the affirmative  vote of a
majority  of the Board at any  regular  meeting  of the Board or at any  special
meeting of the Board if notice of the proposed  alteration or repeal to be made,
be contained in the notice of such special meeting.

                               ARTIClE XV REMARKS

         Whenever an officer, director, or majority stockholder fails or refuses
to  comply  with  any  provision  herein  or in the  Corporation's  Articles  of
Incorporation,  any other officer,  director or shareholder shall have the right
to enforce said provision and provide for said compliance  through an action for
injunctive relief or a derivative  action, if such are cognizable at law, and to
collect court costs and attorneys  fees from such officer,  director or majority
stockholder  personally.  Any such  officer,  director or  majority  stockholder
consents, for any such action, to the personal jurisdiction and venue of a court
of subject matter jurisdiction located in Clark County, State of Nevada.


                                      (7)
<PAGE>