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

                                   FORM 10-KSB

(Mark One)
     [X] Annual report under Section 13 or 15(d) of the Securities  Exchange Act
of 1934 for the fiscal year ended September 30, 2000

     [ ] Transition report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 (No fee required) for the transition period from ________________ to
_______________.

         Commission file number: 000-30061
                                 ---------

                               STARUNI CORPORATION
                               -------------------
                 (Name of Small Business Issuer in Its Charter)


               California                                    95-2210753
               ----------                                    ----------
    (State or Other Jurisdiction of                       (I.R.S. Employer
     Incorporation or Organization)                      Identification No.)

                    1642 Westwood Blvd, Los Angeles, CA 90024
                    -----------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (310) 470-9358
                                 ---------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:


 Common Stock ($0.001 Par Value)                         None
 -------------------------------                         ----
       Title of Each Class             Name of each Exchange on Which Registered

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

                                    Yes   X                   No
                                        -----                    ------

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ].

The issuer's total consolidated  revenues for the year ended September 30, 1999,
were $205,949

The aggregate market value of the registrant's  Common Stock,  $0.0001 par value
(the only  class of voting  stock),  held by  non-affiliates  was  approximately
$616,620 based on the average  closing bid and asked prices for the Common Stock
on January 2, 2001.

At January 2, 2001, the number of shares outstanding of the registrant's  Common
Stock, $0.0001 par value (the only class of voting stock), was 30,526,839.



<PAGE>



                                TABLE OF CONTENTS


                                     PART I

                                                                            Page

Item 1.   Description of Business..............................................1

Item 2.   Description of Property..............................................5

Item 3.   Legal Proceedings....................................................5

Item 4.   Submission of Matters to a Vote of Security-Holders..................5


                                     PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.............6

Item 6.   Management's Discussion and Analysis or Plan of Operation............7

Item 7.   Financial Statements................................................10

Item 8.   Changes in and Disagreements With Accountants on Accounting
          and Financial Disclosure............................................10

                                    PART III

Item 9.   Directors and Executive Officers....................................11

Item 10.  Executive Compensation..............................................12

Item 11.  Security Ownership of Certain Beneficial Owners and Management......13

Item 12.  Certain Relationships and Related Transactions......................13

Item 13.  Exhibits and Reports on Form 8-K....................................14

Signatures....................................................................15

Index to Exhibits.............................................................16









<PAGE>



                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

Corporate Organization

As  used  herein  the  term  "Company"  refers  to  Staruni   Corporation,   its
subsidiaries  and  predecessors,  unless the context  indicates  otherwise.  The
Company  was  incorporated  in 1962 in  California  as Altius  Corporation.  The
Company was originally  involved in the  manufacture of freeway signs.  In March
1997,  the  Company  changed  its name to Staruni  Corporation  to  reflect  the
acquisition  of Starnet  Universe  Internet,  Inc., a web developer and Internet
Service Provider ("ISP").

Business of the Company

The Company is an ISP with its main offices located in Los Angeles,  California.
The  Company  provides a wide array of  Internet  services  tailored to meet the
needs of individual and business  customers,  including customers with little or
no online experience.  The Company does business mainly in southern  California.
The Company presently has more than two thousand customers. The Company's growth
is attributable,  in part, to the use of media advertising. The Company operates
its ISP business through its  Cyberhotline  Division,  and advertises  itself as
Cyberhotline.

Internet access and related value-added services ("Internet services") represent
growing  segments  of the  telecommunications  services  marketplace.  Declining
prices in the PC market, improvements in Internet connectivity,  advancements in
Internet navigation technology, and the proliferation of services, applications,
information  and other  content on the  Internet  continue  to attract a rapidly
growing number of Internet users. The Company is seeking to attract a portion of
the growing number of Internet users as customers.

The  Company  provides  a number  of  value-added  services,  such as  dedicated
high-speed access, news access, Web hosting and server co-location.  The Company
plans to evaluate and develop potential new value-added services,  and will seek
to leverage its current sales,  marketing and network capabilities in an attempt
to create  additional  revenue  opportunities.  The Company believes that a user
dense,  regionally  focused customer base will provide an excellent platform for
the  introduction of new  value-added  services that can take advantage of brand
awareness  and  economies  of scope and scale,  potentially  including  Internet
telephony and video and audio programming distribution.

Description of Products and Services

The  Company  offers  Internet  services  tailored  to meet  the  needs  of both
individual and business  customers.  The Company's  primary service  offering is
dial-up Internet access and value-added  services for its individual  customers.
The Company's  business  customers are able to take  advantage of dedicated high
speed Internet access,  Web hosting and other services.  The Company's  services
are offered in various prices and packages so that customers may customize their
subscription with services that meet their particular requirements.

The Company's  current network  provides  customers with local dial-up access in
all  the  major  areas  of  Southern  California,  as well  as  several  smaller
communities.  The Company's systems and network  infrastructure  are designed to
provide customers with reliability and speed.  Reliability is primarily achieved
through  redundancy  in mission  critical  systems  that  minimize the number of
single points of failure.  Speed is achieved through clustered systems,  diverse
network architecture,  multi-peered Internet backbone connections and aggressive
load balancing.

                                        1

<PAGE>



Internet  Access.  The Company's  primary  service is a dial-up  Internet access
package,  which includes unlimited Internet access and provides various Internet
applications  such as World Wide Web, e-mail,  file transfer protocol and Usenet
news access. The package costs $10.95 per month.

High Speed  Connectivity.  In addition to offering  dial-up and dedicated analog
access, the Company also offers its business customers dedicated ISDN access and
full and partial T-1 connectivity which can service hundreds of users at once.

Web Services. The Company offers Web for businesses and other organizations that
wish to create their own World Wide Web sites without  maintaining their own Web
servers and  high-speed  Internet  connections.  With this  "virtual Web server"
service,  Web hosting  customers  can use their own domain  names in their World
Wide Web addresses. Web hosting customers are responsible for building their own
Web sites  and then  uploading  the  pages to a  Cyberhotline  Web  server.  The
Company's Web hosting  service  features  state-of-the-art  Web servers for high
speed and reliability,  a high-quality  connection to the Internet,  specialized
customer support and advanced services features such as secure  transactions and
site usage  reports.  The Company  currently  offers various price plans for Web
hosting customers beginning at $19.95 per month.

The majority of the Company's customers have month-to-month  subscriptions.  The
Company  offers a 15-day  money-back  satisfaction  guarantee for new customers.
Customers  can  subscribe by calling the  1-888-777-  7WEB phone  number,  or by
e-mailing the Company.  The majority of customers are billed  through  automatic
charges to their credit  cards or bank  account.  However,  some  customers  are
invoiced.  The Company offers  discounts  ranging from 10% to 20% on most of its
services for customers who prepay.

The Company  strives to retain its  customers by  prioritizing  fast response to
customer  problems.  Individuals  accessing  the  Internet  have many  different
hardware   configurations   and  varying  levels  of  computer   sophistication.
Consequently, the Company's customer care department must be able to effectively
address:

     (i)  problems affecting a variety of hardware systems;

     (ii) start-up or other  basic  problems of new  customers  or new  Internet
          users; and

     (iii) more technical issues that may be encountered by sophisticated users.

The Company strives to provide  outstanding  technical  support in the industry,
especially  for new users,  while  maintaining  the  ability to resolve the most
difficult problems that a sophisticated  user may present.  The Company attempts
to maintain a first-rate  customer care operation.  The Company's  customer care
operation is designed to make every customer's  Internet  experience  efficient,
productive  and  enjoyable,  whether that customer is a novice or an experienced
Internet user.  Customers can access customer  support  services through a local
telephone  number  or  e-mail.   The  Company   maintains  on  its  Web  site  a
comprehensive   description   of  its  customer  care   services,   as  well  as
troubleshooting tips and configuration information.

Marketing and Distribution.

The  Company's  marketing  approach  is  designed  to further  its user  density
business model,  which focuses on rapid penetration of a given market to acquire
sufficient  customers to support profitable  operations.  The Company's approach
combines  direct  response with extensive use of brand  building  television and
radio advertising.

The marketing  strategy is to offer a low-cost Internet service at $10.95/month,
or $99 per year. The advertising  campaign  targets members of American  Online,
Earthlink and other more expensive ISP's, by offering a one- half price service.
The campaign has proven successful to date.

                                        2

<PAGE>



The Company's  integrated  marketing and sales approach includes direct response
television  and radio  advertising.  The Company  believes that broadcast is the
most effective and efficient way of reaching potential  customers,  particularly
disgruntled AOL users. Through a sophisticated and intensive broadcast and cable
television  advertising  campaign that emphasizes the quality and reliability of
the Company's  Internet  services and its  responsiveness  to customer needs and
problems,  the Company has been able to elicit a strong  response from potential
customers,  who are asked to contact  the Company  through a  telephone  call to
1-888-777-7WEB. Broadcast advertising also helps to reinforce brand awareness of
Cyberhotline.

Once the Company's  advertising has saturated a given market and the Company has
acquired a sufficient  number of customers to allow  profitable  operation,  the
Company  then begins to reap the benefits of word of mouth  communication.  Such
communication  not only has the  potential  to  create a  significant  number of
referrals,  but also may serve to reinforce brand awareness of Cyberhotline.  At
this point, the Company's  advertising  expense per acquired  customer begins to
decrease with each new customer acquired.

The Company's growth strategy focuses on:

     (i)  acquiring additional customers in its existing markets; and

     (ii) deploying its user density business model in other selected markets.

The aim of the user  density  business  model is to  quickly  build,  in a given
market,  a  sufficient  number of  customers  to allow the  Company  to  support
profitable operations.

The Company attempts to continually  evaluate the effectiveness of its marketing
methods,  primarily by analyzing sales  statistics  such as call volumes,  sales
volumes,  media mix and  incentive  offer  response,  so that it can  refine its
marketing  campaign.  The  Company  also uses input from focus  groups and other
customer  contacts to determine which marketing  methods and incentives might be
most effective.

Competition

The market for the  provision  of Internet  access to  individuals  is extremely
competitive and highly fragmented.  There are no substantial  barriers to entry,
and the Company expects that competition will continue to intensify. The Company
believes that the primary competitive factors determining success in this market
are a reputation for reliability and service,  access speed,  effective customer
support,  pricing,  creative  marketing,  easy-to-use  software  and  geographic
coverage.  Other important  factors include the timing of  introductions  of new
products and services and industry and general economic trends.  There can be no
assurance that the Company will be able to compete  successfully against current
or future  competitors or that  competitive  pressures faced by the Company will
not materially adversely affect its business, financial condition and results of
operations.

The Company's current and prospective  competitors  include many large companies
that have  substantially  greater  market  presence  and  financial,  technical,
marketing and other resources than the Company.  The Company currently  competes
or expects to compete with the following types of Internet access providers: (i)
national commercial providers, such as Verio, Inc., Mindspring Enterprises, Inc.
and  EarthLink  Network,  Inc.;  (ii)  numerous  regional  and local  commercial
providers,  which vary widely in quality,  service offerings and pricing such as
Website Services,  Inc. and PDQ Net, Inc.; (iii)  established  online commercial
information  service  providers,  such as America  Online,  Inc.;  (iv) computer
hardware and  software and other  technology  companies,  such as  International
Business Machines Corporation,  Microsoft Corp. and Gateway,  Inc.; (v) national
telecommunications   providers,   such  as  AT&T,   MCI,   Sprint  and   WinStar
Communications, Inc.;

                                        3

<PAGE>



(vi) regional  telecommunications  providers, such as SBC Communications and IXC
Communications;  (vii) cable operators, such as Tele-Communications,  Inc., Time
Warner,   Inc.,  TCA  Cable,  Inc.  and  Marcus  Cable,  Inc.;  (viii)  wireless
communications  companies;  (ix)  satellite  companies;  and  (x)  nonprofit  or
educational  Internet access providers;  (xi) Free access ISP's such as Netzero,
Freeinet and Alta Vista. The Company has recently announced plans to implement a
free access,  ad-supported  ISP in the year 2000. It has also announced plans to
implement a free high speed DSL Service, also in the year 2000.

There are more than 4,000 national,  regional and local ISPs. Some of these ISPs
have chosen to focus on business customers, others on individual customers. Most
national  ISPs  have made a major  investment  in a  network  infrastructure  in
anticipation of future high subscriber  growth. As a result,  many national ISPs
have  been  experiencing  an  extended  period of losses as they work to build a
profitable base of customers in each of the many markets they serve. In addition
to such losses,  some national ISPs are exposed to a high level of technological
obsolescence  risk as Internet  access  technology  continues to evolve.  At the
other end of the spectrum,  many regional and local ISPs, including the Company,
which have a much lower  investment  in a network  infrastructure,  may lack the
necessary  marketing  skills  and  resources  necessary  to  build a  sufficient
customer base to allow the Company to operate profitably.

In order to respond to  expected  changes in the  competitive  environment,  the
Company may, from time to time,  make price,  service or marketing  decisions or
make  acquisitions  that  could  possibly  harm  its  business.  Developing  new
technologies may also increase competitive  pressures on the Company by enabling
its competitors to offer a lower cost service.

Requirement of Government Approval

The  Company  is  subject  to the same  federal,  state and local  laws as other
companies  conducting business on the Internet.  Today, there are relatively few
laws  specifically  directed  toward  online  services.   However,  due  to  the
increasing  popularity  and  use of the  Internet  and  online  services,  it is
possible that laws and  regulations  may be adopted with respect to the Internet
or online services. These laws and regulations could cover issues such as online
contracts,  user privacy,  freedom of expression,  pricing,  fraud,  content and
quality of products and services, taxation,  advertising,  intellectual property
rights and information security.  Applicability to the Internet of existing laws
governing issues such as property  ownership,  copyrights and other intellectual
property issues, taxation,  libel, obscenity and personal privacy are uncertain.
Several states have proposed  legislation  that would limit the uses of personal
user information gathered online or require online services to establish privacy
policies.  One or more states may attempt to impose  such  regulations  upon the
Company in the future, which could possibly harm the Company's business.

The Federal Trade  Commission  has recently  begun a proceeding  with one online
service  regarding the manner in which  personal  information  is collected from
users and provided to third parties.  Changes to existing laws or the passage of
new laws  intended to address  such  issues  could  possibly  affect the way the
Company does business or might create uncertainty in the marketplace. This could
reduce  demand for the services of the Company or possibly  increase the cost of
doing  business as a result of litigation  costs or increased  service  delivery
costs, or might otherwise harm the Company's business.

Regulatory Overview

Due to the increasing  popularity  and use of the Internet,  it is possible that
additional  laws and  regulations  may be adopted with respect to the  Internet.
Such new laws or regulations may cover issues such as content, privacy, pricing,
encryption  standards,  consumer  protection,   electronic  commerce,  taxation,
copyright infringement and other intellectual  property issues.

                                        4

<PAGE>



The  Company  cannot  predict  the impact,  if any,  that any future  regulatory
changes or development may have on its business, financial condition and results
of operations.  Changes in the regulatory  environment  relating to the Internet
access industry, including regulatory changes that directly or indirectly affect
telecommunication  costs or increase the likelihood or scope of competition from
regional telephone companies or others,  could have a material adverse effect on
the Company's business, financial condition and results of operations.

Employees

The Company has three full time  employees.  Part time  employees are hired from
time to time  depending on increased  marketing or additional  projects in which
the Company may be involved.

Reports to Security Holders

The  Company's  annual report will contain  audited  financial  statements.  The
Company is not required to deliver an annual report to security holders and will
not voluntarily deliver a copy of the annual report to the security holders. The
Company intends, from this date forward, to file all of its required information
with the Securities and Exchange  Commission  ("SEC").  Prior to this form being
filed there were not other  forms  filed.  The Company  plans to file its 10KSB,
10QSB, and all other forms that may be or become  applicable to the Company with
the SEC.

The public may read and copy any  materials  that are filed by the Company  with
the SEC at the SEC's public  Reference  Room at 450 Fifth St.,  NW,  Washington,
D.C.  20549.  The public may obtain  information  on the operation of the Public
Reference  Room by calling the SEC at  1-800-SEC-0330.  The statements and forms
filed by the Company  with the SEC have also been filed  electronically  and are
available  for viewing or copy on the SEC  maintained  Intent sites that contain
reports,  proxy and  information  statements,  and other  information  regarding
issuers that file  electronically  with the SEC.  The Internet  address for this
site can be  found at  http://www.sec.gov  Additional  information  can be found
concerning the Company on the Internet at http://www.staruni.com.

ITEM 2.           DESCRIPTION OF PROPERTIES

The Company is  headquartered  at1642  Westwood Blvd.,  Los Angeles,  California
90024  where it rents  office  space on a  month-to-month  basis for  $1,530 per
month.  The  Company  has  an  equipment   co-location   which  it  rents  on  a
month-to-month basis at 4676 Admiralty Way, Marina Del Rey, Ca. 90272 for $1,750
per month.  The Company  believes  that its  current  facilities  are  generally
suitable  and  adequate  to  accommodate  its current  operations  and that such
facilities are adequately insured.

ITEM 3.           LEGAL PROCEEDINGS

The Company is currently not a party to any pending material legal proceeding.

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

During the last 3 months of the fiscal year ended September 30, 2000, no matters
were submitted by the Company to a vote of its shareholders.

                                        5

<PAGE>



ITEM 5.           MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
                  SHAREHOLDER MATTERS

Market Information

The Company's  common stock is traded on Over the Counter  Bulletin  Board under
the symbol  "SRUN." The table below sets forth the high and low sales prices for
the Company's  Common Stock for each quarter of the past two fiscal  years.  The
bid price for the Common  Stock was $0.05 on January  2,  2001.  The  quotations
below  reflect  inter-dealer  prices,  without  retail  mark  up,  mark  down or
commission and may not represent actual transactions:


Quarter Ended                        High                     Low
-------------                        ----                     ---
December 31, 1998                    $0.94                    $0.06
March 31, 1999                       $2.25                    $0.50
June 30, 1999                        $1.88                    $0.29
September 30, 1999                   $2.00                    $0.88
December 31,1999                     $0.91                    $0.25
March 31, 2000                       $0.80                    $0.38
June 30, 2000                        $0.64                    $0.04
September 30, 2000                   $0.56                    $0.19

Record Holders

As of January 2, 2000,  there were  approximately  1056  shareholders  of record
holding a total of 30,526,839  shares of Common Stock. The holders of the Common
Stock are  entitled  to one vote for each  share  held of record on all  matters
submitted  to a vote  of  stockholders.  Holders  of the  Common  Stock  have no
preemptive  rights and no right to  convert  their  Common  Stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
Common Stock.

Dividends

The Company has not declared any cash  dividends  since  inception  and does not
anticipate  paying any  dividends  in the  foreseeable  future.  The  payment of
dividends is within the  discretion of the Board of Directors and will depend on
the Company's earnings,  capital  requirements,  financial condition,  and other
relevant  factors.  There are no restrictions that currently limit the Company's
ability to pay dividends on its Common Stock other than those generally  imposed
by applicable state law.

Recent Sales of Unregistered Securities

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

                                        6

<PAGE>



On September 21, 2000,  the Company  issued  100,000  shares of common stock for
services to James Morris & Associates,  Inc., 200,000 shares of common stock for
services to  Observation  Capital,  Inc., and 200,000 shares of common stock for
services to Rocket Worldwide  Consulting,  Inc.  pursuant to section 4(2) of the
Securities Act of 1933 in an isolated  private  transaction by the Company which
did not involve a public  offering.  The Company made this offering based on the
following factors:  (1) The issuance was an isolated private  transaction by the
Company  which  did  not  involve  a  public  offering,   being  made  to  three
corporations  for services  rendered to the  Company;  (2) there were only three
offerees who were issued stock for  services;  (3) the offerees  have not resold
the stock but have continued to hold it since the date of issue;  (4) there were
no subsequent or  contemporaneous  public  offerings of the stock; (5) the stock
was not broken down into smaller denominations; and (6) the negotiations for the
sale of the stock took place directly between the offerees and the Company.

Between July 11 and September  25, 2000,  Bruce Stuart sold 58,600 shares of the
Company's common stock which had previously been issued to him as an employee of
the Company  pursuant to the S-8  Registration  filed by the Company on June 12,
2000.  Being an affiliate as defined in Rule 405, the shares sold were  "Control
Shares" and should have been sold under a  Re-offering  Prospectus.  Having sold
the shares without a Re- offering  Prospectus,  the shares may have been sold in
violation of Section 5 of the Securities Act of 1933.

On  November  9, 2000 the  Company  issued a total of  15,000,000  shares of its
common stock to Enola Holdings, Inc. for 33,000 shares of the common stock (100%
of the issued  and  outstanding  shares) of Pego  Systems,  Inc.,  a  California
Corporation,  pursuant  to  section  4(2)  of the  Securities  Act of 1933 in an
isolated  private  transaction  by the  Company  which did not  involve a public
offering. The Company made this offering based on the following factors: (1) The
issuance  was an  isolated  private  transaction  by the  Company  which did not
involve a public  offering;  (2) there was only one offeree who was issued stock
for stock;  (3) the offeree did not resell the stock,  and represented  that the
stock was being acquired for investment.  The stock has been held by the offeree
since  the  date  of  the   transaction;   (4)  there  were  no   subsequent  or
contemporaneous public offerings of the stock; (5) the stock was not broken down
into smaller  denominations;  and (6) the negotiations for the sale of the stock
took place directly between the offeree and the Company.

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

General

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

Results of Operations

Sales

Sales for the year ended September 30, 2000, decreased to $205,949 from $209,801
for the year ended  September  30, 1999.  The Company  believes  that the slight
(1.8%) decrease in revenues is primarily  attributable to a slowing in growth of
new accounts  resulting  from the  Company's  decision to decrease the amount of
advertising carried out by the Company.
Losses

Net Losses for the year ended  September  30, 2000,  decreased to $261,456  from
$304,756  for the year ended  September  30,  1999.  The  decrease  in losses is
primarily  attributable  to a decrease in  advertising  costs  during the fiscal
year.

                                        7

<PAGE>



The Company expects that it may continue to incur losses at least through fiscal
2001 and there can be no  assurance  that the Company  will  achieve or maintain
profitability or that revenues will be generated or that growth can be sustained
in the future.

Expenses

Total  Operating  Expenses for the year ended  September 30, 2000,  decreased to
$472,995 from $514,557 for the year ended September 30, 1999.

Computer and Internet related  expenses  increased to $167,271 in the year ended
September  30, 2000 from  $154,444 in the year ended  September  30,  1999.  The
increase in Computer and  Internet  expenses is  primarily  attributable  to the
increase in the Company's ISP business.

General  and  Administrative  expenses  decreased  to $305,724 in the year ended
September  30, 2000 from  $360,113 in the year ended  September  30,  1999.  The
decrease in General and Administrative  expenses was the result of a decrease in
advertising and technical support costs.

Liquidity and Capital Resources

Cash flow used by operations was $200,982 for the year ended September 30, 2000,
as compared to cash flows used in operations of $287,825 for a comparable period
in 1999.  Negative  cash flows in 2000 are primarily  attributable  to marketing
costs.

Cash flow used by from  investing  activities  increased to $11,821 for the year
ending September 30, 2000, from $513 for the comparable period in 1999.

Cash flow generated  from financing  activities was $102,500 for the year ending
September 30, 2000, as compared to $427,000 for the  comparable  period in 1999.
The  Company's   financing   activities  have  primarily  consisted  of  private
placements of its common stock.  The  financing  activities  for the year ending
September 30, 2000, were conducted outside the United States.

The Company has partially funded its cash needs over the periods covered by this
Form 10-KSB  through  the  issuance  of its common  stock for cash.  The Company
intends,  if  necessary,  to cover some of its cash  needs over the next  twelve
months  through  sale of  additional  shares of its common  stock  pursuant to a
registration statement or an appropriate exemption from registration.

On September 28, 2000, the Company  entered into a contract for a private equity
line of credit with Boat Basin Investors,  LLC (the ""LLC"), a Limited Liability
Company formed under the laws of Nevis. Pursuant to the said agreement,  the LLC
has been given the option to purchase up to two million  dollars in value of the
Company's  common stock  pursuant to exemptions  from  registration  provided by
Section  4(2) of the  Securities  Act of 1933  and  Regulation  "D"  promulgated
thereunder.  Purchases will be made at 75% of the market price, which is defined
as the lowest closing bid price, as reported on the principal exchange where the
Company's  stock is traded,  for a thirty  (30) day period  prior to the date of
notice of intent to purchase under the Agreement.
[See exhibit 10(vii)]

However,  there  is no  guarantee  that any  purchases  will be made  under  the
Agreement  or that the Company will be able to raise  additional  funds from the
sale of its securities.

                                        8

<PAGE>



On August 18,  2000,  the  Company  entered  into an  agreement  for  consulting
services  with  Rocket  Worldwide  Consulting,  Inc.  ("Worldwide"),  a New York
corporation,  wherein the Company  agreed to issue 200,000  shares of its common
stock  to  Worldwide  in  exchange  for  business   management   and   marketing
consultation  services to be provided by Worldwide.  For additional  information
regarding the agreement, see exhibit 10(iv).

On August 18,  2000,  the  Company  entered  into an  agreement  for  consulting
services  with James Morris &  Associates  ("Morris"),  a New York  corporation,
wherein the Company agreed to issue 100,000 shares of its common stock to Morris
in exchange for Business  Management and marketing  consultation  services to be
provided by Morris.  For additional  information  regarding the  agreement,  see
exhibit 10(iii).

On August 31,  2000,  the  Company  entered  into an  agreement  for  consulting
services with AMD Capital  L.L.C.  ("AMD"),  wherein the Company agreed to issue
140,000  shares of its common  stock to AMD in  exchange  for  public  relations
services  to be  provided  by AMD.  For  additional  information  regarding  the
agreement, see exhibit 10(ii).

On September 6, 2000,  the Company  entered  into an  agreement  for  consulting
services  with  Observation  Capital  ("Observation"),  a Delaware  corporation,
wherein  the  Company  agreed to issue  200,000  shares of its  common  stock to
Observation  in  exchange  for public  relations  services to be provided by the
corporation.  For additional  information  regarding the agreement,  see exhibit
10(v).

It is the  Company's  intention  to  attempt  to meet  its  long-term  liquidity
requirements by growing its business and increasing earnings.  However, in order
to support existing operations and to fund any expansion of the business, it may
be necessary to obtain additional bank,  private and/or equity financing.  There
is no guarantee that the Company will be able to raise  additional funds through
borrowing or equity financing.

Capital Expenditures

The Company made no significant  capital  expenditures  on property or equipment
during either 1999 or 2000. The Company has no present plans for any significant
capital expenditures during the coming year.

Income Tax Expense (Benefit)

The Company may have an income tax benefit  resulting from net operating  losses
which may be used to offset operating profit.

Impact of Inflation

The Company  believes that inflation has had a little effect on operations  over
the past  two  years.  The  Company  believes  that it can  offset  inflationary
increases with increased sales and improved operating efficiencies

Going Concern

The Company's  auditors have expressed an opinion as to the Company's ability to
continue  as a going  concern.  The  Company's  ability to  continue  as a going
concern  is  subject to the  ability  of the  Company to obtain a profit  and/or
obtaining  the  necessary  funding from outside  sources.  Management's  plan to
address the  Company's  ability to continue as a going  concern,  includes:  (1)
obtaining  funding from the sale of the  Company's  securities;  (2)  increasing
sales, and (3) obtaining loans and grants from various financial

                                        9

<PAGE>



institutions where possible.  Although  management believes that it will be able
to obtain the  necessary  funding to allow the Company to remain a going concern
through  the  methods  discussed  above,  there can be no  assurances  that such
methods will prove successful.

Events Subsequent to End of Fiscal Year

On October 13, 2000, the Company  entered into a Placement  Agent Agreement with
Capstone Partners, L.C. ("Capstone"), a Utah Limited Liability Company. Pursuant
to the  Agreement  [Exhibit  10(viii)],  Capstone has agreed,  on a best efforts
basis, to help market the shares which are being offered pursuant to the Private
Equity Line of Credit  Agreement dated  September 28, 2000,  between the Company
and Boat Basin Investors, LLC. [See exhibit 10(viii)].

On November 16, 2000, Staruni Corporation acquired from Enova Holdings, Inc. all
of the outstanding shares of Pego Systems,  Inc. in exchange for Fifteen Million
(15,000,000)  restricted  shares of the common  stock of Staruni (or  sufficient
shares to make Enova a Fifty percent (50%) holder of the issued and  outstanding
shares of Staruni).  No additional cash  consideration was exchanged between the
parties.  Staruni has agreed that  Frederic  Cohn,  Chairman of Enova,  shall be
appointed to the board of  directors of Staruni  effective as of the date of the
Stock Purchase Agreement. Enova Holdings, Inc. is a Nevada corporation, with its
principal offices located in Los Angeles, California.

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

ITEM 7.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following pages contain the audited  financial  statements and  accompanying
notes as prepared by the Company's independent auditors.







                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]

                                       10



<PAGE>






                               STARUNI CORPORATION
                               -------------------

                          Audited Financial Statements

                            September 30, 2000 & 1999












<PAGE>



                               STARUNI CORPORATION
                                TABLE OF CONTENTS
                            September 30, 2000 & 1999


                                                                            Page

INDEPENDENT AUDITORS' REPORT.................................................F-1

FINANCIAL STATEMENTS:

        Balance  Sheets......................................................F-2

        Statements of Operations.............................................F-3

        Statements of Stockholders' Equity...................................F-4

        Statements  of Cash Flows............................................F-5

NOTES TO FINANCIAL STATEMENTS................................................F-6









<PAGE>

[SELLERS & ASSOCIATES, P.C.
3785 HARRISON BOULEVARD, SUITE 101
OGDEN, UTAH 84403
PHONE: 801-621-8128
FAX: 801-627-1639]


                          Independent Auditors' Report




Board of Directors
STARUNI CORPORATION
Los Angeles, California

We have  audited  the  accompanying  balance  sheets of Staruni  Corporation,  a
California  corporation,  as of  September  30,  2000 and  1999 and the  related
statements of operations, stockholders' equity, and cash flows for the two years
then ended.  These financial  statements are the responsibility of the Company's
Management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Staruni  Corporation  as of
September 30, 2000 and 1999 and the results of its operations and its cash flows
for the two 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  disclosed  in the  financial
statements  and notes to the  financial  statements,  the Company  has  suffered
significant losses. These conditions raise substantial doubt about the Company's
ability to continue  as a going  concern.  Management's  plans  regarding  these
matters are  described in the notes to the financial  statements.  The financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/  SELLERS & ASSOCIATES, P.C.
----------------------------------
December 6, 2000
Ogden, Utah



                                      F-1

<PAGE>

                              STARUNI CORPORATION
                                 BALANCE SHEETS
                       AS OF SEPTEMBER 30, 2000 and 1999


<TABLE>
<CAPTION>
                                                       2000              1999
                                                    ----------        ----------
                                     ASSETS
<S>                                                <C>               <C>
Current assets
   Cash                                             $   50,589        $  160,892
   Receivables                                          14,172            12,895
   Advance to stockholder / officer                          -            30,150
   Short term Investments                               11,821                 -
   Prepaid Expenses                                     55,777                 -
                                                    ----------        ----------
       Total current assets                            132,359           203,937
                                                    ----------        ----------
Property and equipment, net of
accumulated depreciation                                   211             2,174
                                                    ----------        ----------
       Total assets                                 $  132,570        $  206,111
                                                    ==========        ==========



                       LIABILITIES AND STOCKHOLDERS'EQUITY

Current liabilities
   Accounts payable                                 $    8,944        $    9,442
   Accrued payables                                      1,784             1,072
                                                    ----------        ----------
       Total current liabilities                        10,728            10,514
                                                    ----------        ----------

       Total liabilities                                10,728            10,514
                                                    ----------        ----------
Stockholders'equity

   Class B Preferred  Stock, no par value,
   authorized  5,000,000  shares,issued and
   outstanding -0- shares                                    -                 -

   Common stock, no par value, 250,000,000 shares
   authorized,  14,503,079 and 3,595,576  shares
   issued and  outstanding  with -0- and 68,748
   shares held in treasury at 9-30-00 and 9-30-99
   respectively                                      1,249,164         1,163,963

   Common stock issued and not paid                   (410,781)         (513,281)
   Accumulated (deficit)                              (716,541)         (455,085)
                                                    ----------        ----------
       Net stockholders' equity                        121,869           195,597
                                                    ----------        ----------
       Total liabilities and stockholders'equity    $  132,597        $  206,111
                                                    ==========        ==========
</TABLE>




                 See Accompanying Notes to Financial Statements


                                   F-2


<PAGE>


                               STARUNI CORPORATION
                            STATEMENTS OF OPERATIONS
                     YEAR ENDING SEPTEMBER 30,2000 and 1999


<TABLE>
<CAPTION>
                                                       2000              1999
                                                    ----------        ----------
<S>                                                <C>               <C>
Income                                              $  205,949        $  209,801
                                                    ----------        ----------

Computer and internet related expenses                 167,271           154,444

General and administration expenses                    305,724           360,113
                                                    ----------        ----------

Total operating expenses                               472,995           514,557
                                                    ----------        ----------
(Loss) from operations                                (267,046)         (304,756)

Income from investments                                  5,590                 -
                                                    ----------        ----------
Income (loss) from operations before provision
for income taxes                                      (261,456)         (304,756)

Provision for income taxes                                   -                 -
                                                    ----------        ----------
Net (loss)                                          $ (261,456)       $ (304,756)
                                                    ==========        ==========
Basic and diluted income (loss) per share           $    (0.02)       $    (0.04)
                                                    ==========        ==========

Basic and diluted weighted-average number of
common stock outstanding, for income taxes          13,835,298         7,769,415
                                                    ==========        ==========
</TABLE>







                 See Accompanying Notes to Financial Statements

                                       F-3
<PAGE>





                               STARUNI CORPORATION
                        STATEMENTS OF STOCKHOLDERS'EQUITY
                     Years Ended September 30, 2000 and 1999



<TABLE>
<CAPTION>
                                           Class B
                                        Preferred Stock                Common Stock          Common Stock
                                    ------------------------       ---------------------     Subscription    Accumulated      Net
                                     Shares         Amount          Shares      Amount      (Receivables)     (Deficit)      Equity
                                    ---------     ----------       ---------   ---------    --------------  -------------  ---------
<S>                               <C>           <C>              <C>         <C>           <C>             <C>            <C>
Balance as of September 30,1998             -    $         -       3,595,576  $  172,382    $            -  $    (150,329) $ 22,053

Issuance of Stock                           -              -      10,286,251     991,581          (513,281)             -    478,300

Net (loss)                                  -              -               -           -                 -       (304,756) (304,756)
                                    ---------     ----------      ----------   ---------    --------------  -------------  ---------
Balance as of September 30, 1999            -    $         -      13,881,827  $1,163,963    $     (513,281) $    (455,085) $ 195,597

Cancellation of treasury stock              -              -         (68,748)          -                 -              -          -

Stock for services                          -              -         690,000      85,201                 -              -     85,201

Payments received on previously
issued stock not paid                       -              -               -           -           102,500              -    102,500

Net (loss)                                  -              -               -           -                 -       (261,456) (261,456)
                                    ---------     ----------      ----------   ---------    --------------  -------------  ---------
Balance as of September 30, 2000            -    $         -      14,503,079  $1,249,164    $     (410,781) $    (716,541) $ 121,842
                                    =========     ==========      ==========   =========    ==============  =============  =========
</TABLE>









               See Accompanying Notes to Financial Statements

                                      F-4
<PAGE>



                               STARUNI CORPORATION
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDING SEPTEMBER 30,2000 AND 1999


<TABLE>
<CAPTION>
                                                        2000                       1999
                                                    -------------              -------------
<S>                                                <C>                        <C>
Cash Flows From Operating Activities
   Net (loss)                                       $    (261,456)             $    (304,756)
                                                    -------------              -------------
Adjustments To Reconcile Net Loss To Net Cash
Used In Operating Activities

   Depreciation                                             1,964                      2,261
  (Increase) in prepaid expenses                          (55,777)                         -
  (Increase) in receivables                                (1,277)                    (7,100)
  (Increase) in loans to stockholder/officer (Net)         30,150                    (30,150)
   Increase (decrease) in accounts payable                   (498)                     1,750
   Increase (decrease) in accrued payables                    711                    (1,130)
   Stock issued for services                               85,201                     51,300
                                                    -------------              -------------
       Net Adjustment                                      60,474                     16,931
                                                    -------------              -------------
       Net Cash (Used) In Operating Activities           (200,982)                  (287,825)
                                                    -------------              -------------
Cash Flows From Investing Activities

   Purchase of securities                                 (11,821)                         -
   Purchase of equipment                                        -                       (513)
                                                    -------------              -------------
       Net Cash (Used) By Investing Activities            (11,821)                      (513)
                                                    -------------              -------------
Cash Flows From Financing Activities

   Proceeds from issuance of capital stock-net            102,500                    427,000
                                                    -------------              -------------
       Net Cash Provided By Financing Activities          102,500                    427,000
                                                    -------------              -------------
Net increase (decrease) in cash                          (110,303)                   138,662

Cash - beginning                                          160,892                     22,230
                                                    -------------              -------------
Cash - end                                          $      50,589              $     160,892
                                                    =============              =============
Other information:
   Interest paid in cash                            $           -              $           -

   Stock issued for services in lieu of cash        $      85,201              $      51,300
</TABLE>








                 See Accompanying Notes to Financial Statements


                                      F-5

<PAGE>


                               STARUNI CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

NOTE 1 - Summary of Significant Accounting Policies

     Basis of Presentation

     Staruni  Corporation,  prepares its books and records on the accrual  basis
     for financial  reporting and for income taxes. The  accompanying  financial
     statement represents the transactions as of September 30, 2000.

     Business Activity

     The  Company  incorporated  February 5, 1962 under the laws of the State of
     California  as Altius Corp.  On March 24, 1997,  the Company was renamed to
     Staruni Corporation.  Also, on March 24, 1997, the Company spun off all its
     assets and  liabilities.  Left with no assets or  liabilities,  the company
     reorganized its equity too, and  reclassified  all equity accounts to zero.
     All  activity  is  subsequent  to the March 24, 1997  reclassification  and
     reorganization.  Immediately  thereafter,  the Company  acquired all of the
     stock of Starnet under an asset purchase agreement.

     The Company presently concentrates on developing and expanding itself as an
     internet service provider, serving primarily in southern California.

     The  Company  is  authorized  to issue up to  250,000,000  shares of common
     stock, no par value and 5,000,000 shares of class B preferred stock, no par
     value. No class B preferred stock has been issued.

     The  Company's  common stock is traded on Over the Counter  Bulletin  Board
     under the symbol "SRUN."

     Property and Equipment

     Property and equipment are valued at cost.  Depreciation is provided by use
     of the straight-line  method over the estimated useful lives of the assets.
     Useful  lives  of the  respective  assets  are  two to  five  years.  Fully
     depreciated  assets  are  written  off in the year  after  they  are  fully
     depreciated.

     Upon the sale or  retirement of property and equipment the related cost and
     accumulated depreciation are eliminated from the accounts and the resulting
     gain or loss, if any, are recorded.  Repairs and  maintenance  expenditures
     that do not extend  the useful  lives are  included  in expense  during the
     period they are incurred.






                                      F-6


<PAGE>


                               STARUNI CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

NOTE 1 - Summary of Significant Accounting Policies - Continued

     Use of Accounting 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.

     Impairment of Long-Lived Assets

     It is the Company's  policy to periodically  evaluate the economic  recover
     ability of all of its long-lived  assets.  In accordance  with that policy,
     when the Company determines that an asset has been impaired,  it recognizes
     the loss on the basis of the discounted future cash flows expected from the
     asset.

     Fair Value of Financial Instruments

     The methods and  assumptions  used to estimate the fair value of each class
     of financial instruments are as follows:

     Cash and cash equivalents,  receivables, accounts payable, accrued payable,
     due to or from stockholders and officers:

          The  carrying  amounts  approximate  fair  value  because of the short
          maturity of these instruments.

     Revenue Recognition

     Revenue is recognized when the service provided has been performed.

     Advertising

     The  Company  expenses  advertising  as it  occurs.  The  Company  incurred
     advertising  expense of $10 and $134,515  for fiscal years ended  September
     30, 2000 and 1999 respectively.


                                      F-7

<PAGE>


                               STARUNI CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

NOTE 1 - Summary of Significant Accounting Policies - Continued

     Income Taxes

     The  Company  has  adopted  the   provisions  of  statements  of  Financial
     Accounting   Standards  No.  109,  "Accounting  for  Income  Taxes,"  which
     incorporates the use of the asset and liability  approach of accounting for
     income taxes. The asset and liability  approach requires the recognition of
     deferred tax assets and liabilities for the expected future consequences of
     temporary  differences  between the financial reporting basis and tax basis
     of assets and liabilities.

NOTE 2 - Property and Equipment

     Property and equipment consisted of the following at September 30, 2000 and
     1999:

                                                                     Estimated
                                          2000          1999        Useful Lives
                                       -----------   -----------    ------------

     Computer & other equipment        $    16,817   $    16,817      2-5 years
     (Less) Accumulated Depreciation       (16,606)      (14,643)
                                        ----------   -----------

     Net Property and Equipment        $       211   $     2,174
                                        ==========    ==========

NOTE 3 - Related Party Transactions

     Monies  have  been  advanced  by the  Company  to the  Company's  principal
     shareholder / officer.  No amounts are due to/from the Company at September
     30, 2000.

NOTE 4 - Common Stock

     From November 1998 through August 1999,  10,286,251  shares of common stock
     were issued for $991,581  under a Rule 504  Regulation  D offering.  Of the
     $991,581 to receive for stock, $580,800 has been received, $529,500 in cash
     and $51,300 in services  rendered.  As of September  30, 2000,  $410,781 in
     stock issued remains unpaid. These subscribed and issued, but unpaid shares
     are secured by stock in an unrelated  corporation under recourse promissory
     notes.  The terms of  payment  extend for two years from the date of issue,
     which was March 26, 1999,  with a one year extension  provision.  The Notes
     bear  interest at 8% per annum until paid.  No interest on these notes have
     been recognized in the financial statements.

     In August , 1999 the Company issued 1,200,000 shares of its common stock at
     $0.001  per share to UTNS for stock  valued at $1,200  pursuant  to Section
     4(2) of the  Securities Act of 1933 in an isolated  private  transaction by
     the Company which did not involve a public  offering.  Management has since
     determined it is not in the best interest of the Company to have  completed
     this  transaction and plans to undo it.  Consequently,  management has left
     this transaction out of the financial statements.

     As of September 30, 2000, there were a total of 14,503,079 shares of common
     stock issued with no shares held in the name of the Company.



                                      F-8

<PAGE>


                               STARUNI CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

NOTE 5 - Lease Commitments

     The Company  entered  into three  computer  equipment  and  software  lease
     contracts payable over 24 months, all ending before September 30, 2001.

     Lease commitments by year are:

          September 30, 2001 -- 1,965

     The  Company  rents  office  space at $1,530  per month on a month to month
     basis  with no long  term  commitment.  It also  rents  space  and usage of
     Internet equipment and phone clinic at $1,950 per month on a month to month
     arrangement.

     Total lease and rental  expense,  including  computer  equipment and office
     space, by year is:

                                                                General and
                           Computer & Internet                Administrative
                               related expenses                  Expenses
                            (As computer leases)            (As office rent)
                           ----------------------           ----------------

     September 30, 2000            $28,824                        $19,264
     September 30, 1999             28,485                         17,985

NOTE 6 - Income Taxes

     The tax  effects of  temporary  differences  that give rise to  significant
     portions  of the  deferred  tax  assets and  deferred  tax  liabilities  at
     September 30 are:

                                                 2000               1999
                                             ------------       ------------
      Deferred tax assets:
        Net operating loss carryforward      $    140,000       $     85,000
                                              -----------        -----------
      Total gross deferred tax assets             140,000             85,000

      (Less) valuation allowance                 (140,000)           (85,000)
                                              -----------        -----------
      Net deferred tax assets                           -                  -
                                              -----------        -----------
      Deferred tax liabilities:

      Total gross deferred tax liabilities              -                  -
                                              -----------        -----------
      Net deferred tax                       $          -       $          -
                                              ===========        ===========



                                      F-9

<PAGE>


                               STARUNI CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

NOTE 6 - Income Taxes - Continued

     As of September 30, 2000, the Company has available for income tax purposes
     approximately  $665,000 in federal net operating  loss carry forwards which
     may be used to offset  future  taxable  income.  These loss carry  forwards
     begin to expire  in  fiscal  year  2013.  Should  the  Company  undergo  an
     ownership  change as defined in Section 382 of the Internal  Revenue  Code,
     the Company's tax net operating loss carry forwards  generated prior to the
     ownership  change  will be  subject  to an annual  limitation  which  could
     reduce,  eliminate or defer the utilization of these losses. Also, refer to
     Note 8 - Subsequent Event.

NOTE 7 - Going Concern Issues

     The Company has suffered significant losses the past two years. Despite the
     strong  current  ratio and equity  position at September  30, 2000,  unless
     significant  additional  cash  flows  come  into  the  Company,  or a major
     reduction in operating  losses  occur,  the Company could be in jeopardy of
     continuing  operations.  Management  is  attempting  to merge with  another
     Company that will provide  positive  cash flow.  Management is also seeking
     additional financing.

NOTE 8 - Subsequent Event

     On November 16, 2000 the Company  acquired all of the outstanding  stock of
     Pego Systems,  Inc. (Pego) in exchange for 15,000,000  restricted shares of
     the Company,  or whatever would equal 50% of the  outstanding  stock of the
     Company  after the  exchange.  Pego was a wholly owned  subsidiary of Enova
     Holdings,  Inc. before the exchange.  The newly acquired  subsidiary of the
     Company is closing down its operations.  However,  the Company  anticipates
     this merger will provide  positive cash flows to the Company by selling off
     the assets of the acquired Company.  The stock has been issued;  however, a
     dispute has since arisen  regarding  what  liabilities  are being  assumed.
     Therefore, management indicates the acquisition may be rescinded.







                                      F-10


<PAGE>


ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

The Company has had no changes in or  disagreements  with its accountants in its
two most recent fiscal years, or any later interim period.

                                                     PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
                  PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The directors, executive officers, control persons, and significant employees of
the  Company,  their  respective  ages,  and  positions  with the Company are as
follows:


Name                         Age                    Position
----                         ---                    --------
Bruce D. Stuart              53                     Director, President, CEO
Michael Petrusis             32                     Director, Vice-President
Robert I Riecks              59                     Director, Vice-President
Frederic Cohn                60                     Director, Vice-President

Bruce D.  Stuart,  53. Mr.  Stuart is a Director  of the  Company  and serves as
President and CEO of the Company.  Mr. Stuart  graduated  from U.C.L.A.  in 1969
with a degree in political  science,  and in 1972 with a Juris Doctorate degree.
He has been a member of the California  State Bar since 1973. From 1993 to 1997,
Mr. Stuart served as vice-president of PerfectData  Corporation  (NASDAQ).  From
1984  to 1999  he  served  as  Secretary  and  General  Counsel  of  Flamemaster
Corporation  (NASDAQ).  Mr.  Stuart was the  creator of the  Company's  Internet
business in 1994 (Starnet Universe  Internet,  Inc.). Mr. Stuart has served as a
Director and Officer of the Company since its  acquisition  of Starnet  Universe
Internet,  Inc.  in March of 1997.  Mr.  Stuart  has been  elected to serve as a
Director until the next annual meeting of the Company, or until such time as his
successor is duly elected and qualified. Mr. Stuart does not serve as a Director
of any other public Company.

Mike  Petrusis,  32. Mr.  Petrusis  is a Director  of the  Company and serves as
vice-president  of Information  Technologies for the Company.  Mr. Petrusis is a
graduate of U.C.L.A. with a degree in Electrical Engineering. From 1990 to 1993,
he worked at McDonnell Douglas creating computer  simulation of missile systems.
From  1992 to 1995 he was a  partner  in Acorn  Technologies.  In 1995 he formed
Acutech,  a Company  specializing in systems  integration and networking.  Since
1995, Mr.  Petrusis has served as the manager of Acutech.  Mr. Petrusis has been
elected a Director of the Company to serve until the next annual  meeting of the
Company,  or until his  replacement is duly elected and qualified.  Mr. Petrusis
does not serve as a Director of any other public company.

Robert I. Riecks,  59. Mr. Riecks has served a vice-president of marketing,  and
as a director of the Company since June of 2000. From 1993 to 1996, he served as
national  sales manager for Perfect Data  Corporation of Simi  California.  From
1996 until the  present,  he as been a regional  sales  manager  for Ansco Photo
Corporation of Chicago Illinois.  Mr. Riecks provides services to the Company on
a  part-time  basis.  Mr.  Riecks was elected a Director of the Company in June,
2000,  to serve  until the next  annual  meeting  of the  Company,  or until his
replacement  is duly  elected  and  qualified.  Mr.  Riecks  does not serve as a
Director of any other public company.

                                       11

<PAGE>




Frederic  Cohn,  60.  Mr.  Cohn has served as a Director  of the  Company  since
November,  2000.  He has over 30 years of  diversified  experience  in  business
management.  During the last five years, Mr. Cohn was a successful  entrepreneur
owning and  operating  medium size  companies  in the fields of  transportation,
entertainment, manufacturing and distribution. Mr. Cohn is a member of the Board
of Directors  of Enova  Holdings,  Inc. Mr. Cohn  obtained a law degree from New
York School of Law and a Bachelors degree in Accounting from Wilkes  University.
Mr. Cohn also serves as an officer and  director  of The  Hartcourt  Company,  a
publically trading company.  He has served in this capacity since 1997. Mr. Cohn
has been  elected a  Director  of the  Company  to serve  until the next  annual
meeting of the Company, or until his replacement is duly elected and qualified.

Compliance with Section 16(a) of the Exchange Act

During the fiscal year ended  September  30, 2000,  The  following  persons were
Officers  or  Directors  of the  Company,  or  owners  of in 10% or  more of the
outstanding shares of the Company who failed to file reports required by Section
16(a) on a timely basis:


                                                        Number of Transactions
Name                  Number of Reports Filed Late           Not Reported(1)
----                  ----------------------------           ------------
Bruce D. Stuart                   0                                6
Michael Petrusis                  0                                1
Robert I. Riecks                  0                                1

No Section 16(a) Reports were filed by any of the persons named above.

ITEM 10. EXECUTIVE COMPENSATION

The  following  table  provides  summary  information  for the fiscal year ended
September 30, 2000 concerning cash and non-cash  compensation paid or accrued by
the  Company  to or on behalf of the  president  and any other  employee(s)  who
received compensation in excess of $100,000.


<TABLE>
<CAPTION>
                                          Annual Compensation                               Long Term Compensation
                                                                                   Awards                          Payouts
                                                                                        Securities
                                                                        Restricted      Underlying
                                                        Other Annual       Stock         Options                         All Other
   Name and Principal              Salary     Bonus     Compensation     Award(s)          SARs         LTIP payouts    Compensation
        Position           Year      ($)       ($)           ($)            ($)            (#)              ($)              ($)
<S>                       <C>      <C>       <C>      <C>               <C>             <C>            <C>               <C>
Bruce D. Stuart,           2000      70,000    -             -             280,000          -                -                -
CEO and President          1999      0         -             -             shares           -                -                -
                           1998      0         -             -             -                -                -                -
</TABLE>



---------------------
     (1)The  three  individuals  who are  listed  above as being  late in filing
reports are expected to file the requisite Forms 3,4, and 5 by January 26, 2000.

                                       12

<PAGE>



Compensation of Directors

The Company's directors are not compensated for their services.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

As of January 2, 2001, there were 30,526,839 shares of common stock outstanding.
The following table sets forth certain  information  concerning the ownership of
the  Company's  Common  Stock as of January 2, 2001,  with  respect to: (i) each
person  known to the Company to be the  beneficial  owner of more than 5% of the
Company's  Common Stock,  (ii) all directors;  and (iii) directors and executive
officers of the Company as a group.  The notes  accompanying  the information in
the table  below are  necessary  for a  complete  understanding  of the  figures
provided below.

<TABLE>
<CAPTION>
                              Name and Address of Beneficial              Amount and Nature of             Percent of
    Title of Class                        Owner                           Beneficial Ownership               class
=========================================================================================================================
<S>                     <C>                                             <C>                              <C>
    Common Stock,                    Bruce D. Stuart                           2,514,444                     8.23%
   $.0001 par value                1642 Westwood Blvd.
                                  Los Angeles, CA 90024

    Common Stock,                    Michael Petrusis                           650,000                      2.12%
   $.0001 par value                1642 Westwood Blvd.
                                  Los Angeles, CA 90024

    Common Stock,                     Frederic Cohn                           15,000,000(2)                  49.13%
   $.0001 par value                1642 Westwood Blvd.
                                  Los Angeles, CA 90024

    Common Stock,                    Robert I. Riecks                            30,000                      0.09%
   $.0001 par value                1642 Westwood Blvd.
                                  Los Angeles, CA 90024

    Common Stock,          Directors and Executive Officers as                 18,194,444                    59.6%
   $.0001 par value              a Group (4 individuals)

    Common Stock,                  Enova Holdings, Inc.                        15,000,000                    49.13%
   $.0001 par value         9800 So. Sepulveda Blvd.,Suite 818
                                  Los Angeles, CA 90045
=========================================================================================================================
</TABLE>


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the past two years the Company has not been a party to any transaction or
series of transactions, the value of which exceeds $60,000, with any Director or
Executive Officer of the Company,  any nominee for election as a Director of the
Company  or any  beneficial  owner  of 5% or more of the  Company's  outstanding
common stock, nor is the Company involved in any such proposed transactions.

----------------------
     (2)Shares  are  beneficially  attributed  to Mr. Cohn as president of Enova
Holdings, Inc.

                                       13

<PAGE>



ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

Exhibits.  Exhibits  required to be attached by Item 601 of  Regulation  S-B are
listed in the Index to Exhibits beginning on page 17 of this Form 10-KSB,  which
are incorporated herein by reference.

Reports on Form 8-K.  The  Company  filed no reports on Form 8-K during the last
quarter of the period covered by this report.

                                       14

<PAGE>



                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 12th day of January, 2001.


Staruni Corporation


/s/  Bruce Stuart
--------------------------------------------------
Bruce Stuart, President and Chief Executive Officer


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


Signature                      Title                           Date
---------                      -----                           ----


/s/  Bruce Stuart              Chief Executive Officer         January 12, 2001
-------------------------      and Director
Bruce Stuart



/s/  Mike Petrusis             Director                        January 12, 2001
-------------------------
Mike Petrusis


/s/  Frederic Cohn             Director                        January 12, 2001
-------------------------
Frederic Cohn


/s/  Robert I. Riecks          Director                        January 12, 2001
-------------------------
Robert I. Riecks



                                       15

<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT  PAGE
NO.      NO.        DESCRIPTION
-------  ----       -----------

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

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

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

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

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

10(i)    *          Staruni Employee Benefit Plan dated March 15, 1999

10(ii)   17         Consulting  Agreement  dated August 31, 2000 between Staruni
                    Corporation and AMD Capital L.L.C.

10(iii)  20         Consulting  Agreement  dated August 18, 2000 between Staruni
                    Corporation and James Morris & Associates.

10(iv)   23         Consulting  Agreement dated August 18, 2000, between Staruni
                    Corporation and Rocket Worldwide Consulting, Inc.

10(v)    26         Consulting Agreement dated September 6, 2000 between Staruni
                    Corporation and Observation Capital.

10(vi)   28         Stock  Purchase  Agreement  dated  November 16, 2000 between
                    Staruni Corporation and Enova Holdings, Inc.

10(vii)  33         Private Equity Line of Credit  Agreement  between Boat Basin
                    Investors,  LLC and Staruni  Corporation dated September 28,
                    2000.

10(viii) 61         Placement  Agent Agreement  between Staruni  Corporation and
                    Capstone  Partners,  L.C., a Utah Limited  Liability Company
                    dated October 13, 2000.

23       78         Consent Letter of Auditor

27       79         Financial Data Schedule

     *    Incorporated by reference from Form 10-SB/A filed May 12, 2000.



                                       16