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, 2001

[ ] 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, 2001,
were $368,261

At December 26, 2001, the number of shares outstanding of the registrant's
Common Stock, $0.0001 par value (the only class of voting stock), was 34,626,899





<PAGE>



                                TABLE OF CONTENTS


                                     PART I


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

Item 2.     Description of Property............................................4

Item 3.     Legal Proceedings..................................................4

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


                                    PART II

Item 5.     Market for Common Equity and Related Stockholder Matters...........4

Item 6.     Management's Discussion and Analysis or Plan of Operation..........5

Item 7.     Financial Statements...............................................8

Item 8.     Changes in and Disagreements With Accountants on Accounting
            and Financial Disclosure...........................................9

                                    PART III

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

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

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

Item 12.    Certain Relationships and Related Transactions....................11

Item 13.    Exhibits and Reports on Form 8-K..................................12

Signatures....................................................................12

Index to Exhibits.............................................................13










<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
and presently has approximately fifteen hundred 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 Web hosting and
other services. The Company's basic service is a $99 per year or $10.95 per
month dial- up service.

The Company's current network provides customers with local dial-up access in 33
states and 4 locations in Canada.

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.

                                       1

<PAGE>


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'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.

The Company has done no marketing since 1999. This is due to poliferation at the
time of free ISPs. However with the present demise of the free ISPs, the Company
plans to start up a marketing campaign in second quarter. The Company will be
able to profitably offer a better rate than even the $9.95 per month now offered
by previously free Netzero (NASDAQ "Nzro").

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.; (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

                                        2

<PAGE>



such as Netzero, Freeinet and Alta Vista.

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. 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,

                                        3

<PAGE>



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, 2001, no matters
were submitted by the Company to a vote of its shareholders.

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 $0.02 on December 26, 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 31,1999                              $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


                                        4

<PAGE>




December 31, 2000                             $0.19                    $0.42
March 31, 2001                                $0.09                    $0.01
June 30, 2001                                 $0.10                    0.01
September 30, 2001                            $0.09                    $0.05

Record Holders

As of December 26, 2001, there were approximately 1,058 shareholders of record
holding a total of 34,626,899 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

There were no unregistered securities sold by the Company within the period
covered by this report which have not been previously reported on Form 10-QSB.

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 business.

Results of Operations

Revenues

Revenues for the year ended September 30, 2001, increased to $368,261 from
$205,949 for the year ended September 30, 2000. The increase resulted primarily
from management fees of $171,000 collected from Pego Systems during the period
it was owned by the Company.

Losses

Net Losses for the year ended September 30, 2001, increased to $285,159 from
$261,456 for the year ended September 30, 2000. The increase in losses is

                                        5

<PAGE>



primarily attributable to increased payroll and professional services costs.

The Company expects that it may continue to incur losses at least through fiscal
2002 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, 2001, increased to
$654,557 from $469,715 for the year ended September 30, 2000.

Computer and Internet related expenses decreased to $106,241 in the year ended
September 30, 2001 from $167,271 in the year ended September 30, 2000. The
decrease in Computer and Internet expenses is primarily attributable to a
decrease in the Company's ISP business costs.

Payroll expenses increased to $268,421 in the year ended September 30, 2001 from
$68,915 in the year ended September 30, 2000. The increase in payroll expenses
was the result of payment of officer salaries.

Professional Services expenses increased to $217,689 in the year ended September
30, 2001, from $165,824 in the year ended September 30, 2000. The increase in
professional services expenses was the result of increased auditing costs.

Liquidity and Capital Resources

Cash flow used by operations was $215,879 for the year ended September 30, 2001,
as compared to cash flows used in operations of $200,982 for a comparable period
in 2000. Negative cash flows in 2001 are primarily attributable to marketing
costs.

Cash flow used by investing activities decreased to $0.00 for the year ending
September 30, 2001, from $11,821 for the comparable period in 2000.

Cash flow generated from financing activities was $277,026 for the year ending
September 30, 2001, as compared to $102,500 for the comparable period in 2000.
The Company's financing activities have primarily consisted of private
placements of its common stock.

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

                                        6

<PAGE>



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(vi)]

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.

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). These shares were issued to Vince
Barone, a principal in Worldwide, in January of 2001 under the Company's
Employee Benefit Plan.

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). These shares were issued to James Morris, a principal in
Morris, in January of 2001 under the Company's Employee Benefit Plan.

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). These shares were issued to Michael Mahjobi, a
principal in AMD, in January of 2001 under the Company's Employee Benefit Plan.

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 2000 or 2001. 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

                                        7

<PAGE>



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 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.

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]



                                        8

<PAGE>









                               STARUNI CORPORATION





                          Audited Financial Statements

                            September 30, 2001 & 2000






























<PAGE>



                               STARUNI CORPORATION

                                TABLE OF CONTENTS

                            September 30, 2001 & 2000



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


FINANCIAL STATEMENTS:

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

         Statements of Operations. . . . . . . . . . . .Page   F-4

         Statements of Stockholders' Equity . . . . . . Page   F-5

         Statements of Cash Flows . . . . . . . . . . . Page   F-6


NOTES TO FINANCIAL STATEMENTS. . . . . . . . . . . . .  Page   F-7

























<PAGE>





                          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.



                                       F-1

<PAGE>



                               STARUNI CORPORATION
                                 Balance Sheets
                            As of September 30, 2001


                                     ASSETS
Current Assets

       Cash                                                       $      111,736

       Receivables                                                        18,500

       Short term investments                                             11,821

       Prepaid expense                                                         -
                                                                  --------------
         Total Current Assets                                            142,057
                                                                  --------------
Property and equipment, net of accumulated
         depreciation                                                          -
                                                                  --------------
         Total Assets                                             $      142,057
                                                                  ==============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities

       Accounts Payable                                           $       11,698

       Accrued Liabilities                                                     -
                                                                  --------------
         Total Current Liabilities                                        11,698
                                                                  --------------

         Total Liabilities                                                11,698
                                                                  --------------

Shareholders' Equity (Deficit)

       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,
         32,676,899 shares issued and outstanding                      1,544,040

       Common stock issued and not paid                                (410,781)

       Accumulated  (Deficit)                                        (1,002,900)
                                                                  --------------
         Net Stockholders' Equity                                        130,359
                                                                  --------------
            Total Liabilities and Stockholders' Equity            $      142,057
                                                                  ==============


               See Accompanying Notes to the Financial Statements



                                       F-2

<PAGE>




                               STARUNI CORPORATION
                            Statements of Operations
                 For the Years Ended September 30, 2001 and 2000

<TABLE>
<CAPTION>

                                                                                          September 30,
                                                                                    2001                  2000
<S>                                                                         <C>                     <C>
Revenues:
    Management fees from Pego                                               $           171,000     $              -
    Internet provider and all other                                                     197,261              205,949
                                                                             ------------------     ----------------
Total Revenues                                                              $           368,261     $        205,949
                                                                            -------------------     ----------------
Operating expenses:
     Computer and Internet related expenses                                             106,241              167,271
     Payroll expenses                                                                   268,421               68,915
     Professional services                                                              217,689              165,824
     All other expenses                                                                  62,206               67,705
                                                                            ------------------      ----------------
Total operating expenses                                                                654,557              469,715
                                                                            -------------------     ----------------
       Income (loss) from operations                                                  (286,296)            (263,766)

Gain (loss) from discontinued operations                                                      -                    -

Gain (loss) on sale of discontinued operations                                                -                    -

Income from investments                                                                   2,080                5,590
                                                                            -------------------     ----------------
Income (loss) from operations before provision for income taxes                       (284,216)            (258,176)

Provision for income taxes                                                                  943                3,280
                                                                            --------------------    ----------------
       Net Income (Loss)                                                    $         (285,159)     $     (261,456))
                                                                            ===================     ================


Basic and diluted income (loss) per share                                   $            (0.01)     $         (0.02)
                                                                            ===================     ================
Basic and diluted weighted average shares common stock outstanding                   30,180,299           13,835,298
                                                                            ===================     ================

</TABLE>

                 See Accompanying Notes to Financial Statements








                                       F-3

<PAGE>



                               STARUNI CORPORATION
                       Statements of Stockholders' Equity
                 For the Years Ended September 30, 2001 and 2000

<TABLE>
<CAPTION>

                             Class B Preferred       Common Stock           Common Stock
                                   Stock                                     Issued and      Accumulated            Net
                                                                               Not Paid        (Deficit)           Equity
                           --------------------    -------------------      ------------   ----------------    ------------

                            Shares      Amount     Shares        Amount
<S>                       <C>        <C>          <C>          <C>          <C>            <C>                 <C>
Balance as of              --------   ---------    ----------   ---------
September 30,     1999           -    $     -      14,905,647   1,165,163    $ (513,281)   $      (456,285)    $   195,597

Cancellation of treasury                              (68,748)         -                                                 -
stock

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

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

Net (Loss)
                                                                                                  (261,456)       (261,456)
                           --------   ---------    ----------   ----------   ------------   ----------------    ------------
Balance as of                -             -       15,526,899   1,250,364     (410,781)           (717,741)        121,842
September 30, 1999

Stock for services                                  2,150,000      16,650                                           16,650

Stock for Pego                                     15,000,000     277,026                                          277,026
Services, Inc.

Net (loss)                                                                                        (285,159)       (285,159)
                           --------   ---------    ----------   ----------   ------------   ----------------    ------------
Balance as of
September 30,  2001          -             -      $32,676,899  $1,544,040     ($410,781)       ($1,002,900)    $   130,359
                           ========   =========    ==========   ==========   ===========    ================   =============

</TABLE>


                 See Accompanying Notes to Financial Statements

                                       F-4

<PAGE>



                               STARUNI CORPORATION
                            Statements of Cash Flows
                For the Years Ended September 30, 2001 and 2000,

<TABLE>
<CAPTION>

                                                                                           September 30,
                                                                                      2001                2000
                                                                                     ------              ------
<S>                                                                            <C>                  <C>

CASH FLOWS FROM OPERATING ACTIVITIES
   Net Income (Loss)                                                           $   (285,159)        $  (261,456)
                                                                               ---------------      -------------
   Adjustments to reconcile Net Income (Loss) to Net Cash Used in Operating
Activities:
      Loss from discontinued operations-Pego                                              -                   -
      (Gain) on sale of discontinued operations-Pego                                      -                   -
       Depreciation                                                                     211               1,964
       Stock issued for services                                                     16,650              85,201
       Prepaid services paid in stock                                                51,000             (51,000)
       (Increase) decrease in prepaid expenses                                        4,777              (4,777)
       (Increase) decrease in receivables                                            (4,328)             (1,277)
       (Increase) decrease in stockholder/officer loans                                   -              30,150
       Increase (decrease) in accounts payable                                        2,754                (498)
       Increase (decrease) in accrued payables                                       (1,784)                711
                                                                               ---------------      -------------
Net Adjustments                                                                      69,280              60,474
                                                                               ---------------      -------------
    Net Cash (Used) in Operating Activities                                        (215,879)           (200,982)
                                                                               ---------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES
        Purchase of securities                                                            -             (11,821)
        Purchase of equipment                                                             -                   -
                                                                               ---------------      -------------
    Net Cash (Used) By Investing Activities                                               -             (11,821)
                                                                               ---------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from issuance of capital stock for Pego                             277,026                   -
        Proceeds from issuance of capital stock-balances                                  -             102,500
                                                                               ---------------      -------------
    Net Cash Provided by Financing Activities                                       277,026             102,500
                                                                               ---------------      -------------

Net increase (decrease) in cash                                                      61,147            (110,303)
Cash - beginning of period                                                           50,589             160,892
                                                                               ---------------      -------------
Cash - end of period                                                           $    111,736         $    50,589
                                                                               ===============      =============


</TABLE>

                                       F-5

<PAGE>


<TABLE>
<CAPTION>

<S>                                                                            <C>                  <C>

Supplemental Disclosure of Cash Information
        Cash Paid for interest                                                               -                -
        Cash paid for taxes                                                    $            94      $     3,280
                                                                               ===============      =============
Other information:
    Stock issued for services in lieu of cash                                  $        16,650$          85,201
    Receivables from Embro Investments in lieu of cash                                       -                -
    Stock issued for Pego Systems, Inc.                                                      -                -
    Prepaid services paid in stock in prior year                               $        51,000      $         -
                                                                               ===============      =============

</TABLE>

               See Accompanying Notes to the Financial Statements



                                       F-6

<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.

         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.


F-7

<PAGE>


                              STARUNI CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

NOTE 1 - Summary of Significant Accounting Policies - Continued

         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.

         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
                                          ===========  ==========

                                       F-8

<PAGE>


                               STARUNI CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

NOTE 3 - Related Party Transactions

         Monies have been advanced by the Company to the Company's principal
         shareholder / officer. No amounts are due to or 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.

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 $1,5230 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

                                       F-9

<PAGE>


                               STARUNI CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000

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                         $       -           $       -
                                                  =========           ==========

         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              54                     Director, President, CEO
Michael Petrusis             33                     Director, Vice-President
Robert I. Riecks             60                     Director, Vice-President

Bruce D. Stuart, 54. 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, 33. 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, 60. 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.


                                        9

<PAGE>



Compliance with Section 16(a) of the Exchange Act

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the
Company is aware of four persons and one corporation who during the fiscal year
ended September 30, 2001, were directors, officers, or beneficial owners of more
than ten percent of the Common Stock of the Company, and who failed to file, on
a timely basis, reports required by Section 16(a) of the Securities Exchange Act
of 1934 during such transitional year as follows:

Bruce Stuart - Mr. Stuart was an officer and director of the Company during all
of the year 2001. Mr. Stuart made no Section 16(a) compliance filings during the
fiscal year ended September 30, 2001. Mr. Stuart further failed to timely file a
Form 5 for the year ended December 31, 2000.

Michael Petrusis - Mr. Petrusis was an officer and director of the Company
during all of the year 2001. Mr. Petrusis made no Section 16(a) compliance
filings during the fiscal year ended September 30, 2001. Mr. Petrusis further
failed to timely file a Form 5 for the year ended December 31, 2000.

Robert I. Riecks - Mr. Riecks was an officer and director of the Company during
all of the year 2001. Mr. Riecks made no Section 16(a) compliance filings during
the fiscal year ended September 30, 2001. Mr. Riecks further failed to timely
file a Form 5 for the year ended December 31, 2000.

Frederick Cohn - Mr. Cohn was an officer and director of the Company during part
of the year 2001, and is the beneficial owner of over 10% of the issued and
outstanding shares of the Company. Mr. Cohn made no Section 16(a) compliance
filings during the fiscal year ended September 30, 2001. Mr. Cohn further failed
to timely file a Form 5 for the year ended December 31, 2000.

Enova Holdings - Enova Holdings was the owner of in excess of 10% of the issued
and outstanding shares of the Company during all of the year 2001. Enova
Holdings made no Section 16(a) compliance filings during the fiscal year ended
September 30, 2001. Enova Holdings further failed to timely file a Form 5 for
the year ended December 31, 2000.

ITEM 10. EXECUTIVE COMPENSATION

The following table provides summary information for the fiscal year ended
September 30, 2001 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>

                                                          SUMMARY COMPENSATION TABLE

                                       Annual Compensation                                  Long Term Compensation
                                  -------------------------------------  -----------------------------------------------------------
                                                                                      Awards                         Payouts
                                                                         ---------------------------------- ------------------------
<S>                      <C>       <C>       <C>        <C>              <C>                  <C>           <C>        <C>
                                                                                               Securities
                                                                                               Underlying
                                                         Other Annual     Restricted Stock       Options       LTIP      All Other
   Name and Principal               Salary     Bonus     Compensation         Award(s)            SARs       payouts   Compensation
        Position           Year      ($)        ($)           ($)                ($)               (#)         ($)          ($)
-----------------------  -------- ---------- ---------  ---------------  -------------------  ------------- ---------- -------------
Bruce D. Stuart,           2001      100,000        -                -    1,000,000 shares*             -          -               -
CEO and President          2000       70,000        -                -      280,000 shares              -          -               -

                         -------- ---------- ---------  ---------------  -------------------  ------------- ---------- -------------
                         * valued at $0.02 per share

</TABLE>


                                       10

<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 December 26, 2001, there were 34,526,839 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>
<S>                        <C>                                           <C>                              <C>
                              Name and Address of Beneficial              Amount and Nature of             Percent of
    Title of Class                        Owner                           Beneficial Ownership               class
--------------------       -----------------------------------           ----------------------           -------------
    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*1                 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.

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

                                       11

<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.


                                   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 27th day of December, 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 and Director    December 27, 2001
--------------------
Bruce Stuart



/s/ Mike Petrusis      Director                                December 27, 2001
--------------------
Mike Petrusis



/s/ Robert I. Riecks   Director                                December 27, 2001
--------------------
Robert I. Riecks


                                       12

<PAGE>



                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
<S>               <C>              <C>
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)             **                Consulting Agreement dated August 31, 2000 between Staruni Corporation
                                    and AMD Capital L.L.C.

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

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

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

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

10(vi)            **                Placement Agent Agreement between Staruni Corporation and Capstone
                                    Partners, L.C., a Utah Limited Liability Company dated October 13, 2000.
</TABLE>




* Incorporated by reference from Form 10-SB/A filed May 12, 2000.
**Incorporated by reference from Form 10-KSB filed January 16, 2001.




                                       13