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

                                   FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF
1934
                                       For the fiscal year ended August 31, 2001
                                               Commission file number: 000-28935


                            OMNINET MEDIA CORPORATION
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

             Nevada                                         88-0492265
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

             1355 E. Balboa Blvd., Suite A, Newport Beach, CA 92661
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

                                  949-701-0979
--------------------------------------------------------------------------------
                            Issuer's telephone number

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

Title of each class                    Name of each exchange on which registered

       None                                              None

Securities registered pursuant to Section 12(g) of the Exchange Act:

                          $.0001 par value common stock
--------------------------------------------------------------------------------
                                (title of class)


Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

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 [ ] No [X]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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. [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes [ X ] No [ ]

State issuer's revenues for its most recent fiscal year. None


<PAGE>

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) $ ___________________

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date. As of January 1, 2006 there were
98,554,712 common and 0 preferred shares outstanding.

<PAGE>



Table of Contents

                                     PART I

Item 1. Description of Business...........................................   4

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..........   5

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

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

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

Item 8A. Controls and Procedures..........................................   9

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
           Compliance With Section 16(a) of the Exchange Act..............   9


Item 10. Executive Compensation...........................................  11

Item 11. Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters.....................  12

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

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

Item 14. Principal Accountant Fees and Services...........................  13

SIGNATURES................................................................  14


                                       3
<PAGE>


                                     PART I

Item 1. Description of Business.

OmniNet Media Corporation ("OmniNet" or the "Corporation") was incorporated in
the State of Nevada on July 14, 1998 as TriCom Technology Group, Inc. TriCom
Technology Group, Inc. changed its name to OmniNet Media.com, Inc. on February
22, 2000. OmniNet Media.com, Inc. changed its name to OmniNet Media Corporation
on June 1, 2001.

OmniNet and its predecessors have not been party to any bankruptcy, receivership
or other similar proceedings.

In 1971, Abdo, Goembel and McGuire, Inc was incorporated in Minnesota. In 1972
Abdo, Goembel and McGuire, Inc change its name to Saveall Healthcare Services,
Inc. On March 12, 1997, Clinical Aesthetics Centre, Inc was organized under the
laws of Nevada. In April 1997 a merger occurred between and Clinical Aesthetics
Centre, Inc. and Saveall Healthcare Services, Inc. with Clinical Aesthetics
Centre, Inc. being the surviving corporation. On August 11, 1998, Clinical
Aesthetics Centre, Inc. merged with TriCom Technology Group, Inc. with TriCom
Technology Group, Inc. being the surviving corporation.

OmniNet Media Corporation was originally incorporated as TriCom Technology
Group, Inc., a Nevada Corporation on July 14, 1998. On January 7, 2000, OmniNet
Media.Com, Inc. was formed as a Nevada business corporation under the name of
Kioskcoupon.Com, Inc. Kioskcoupon.com, Inc. changed its name to OmniNet
Media.Com, Inc. by amendment to its articles of incorporation on January 20,
2000. In February, 2000 OmniNet Media.com, Inc. merged with TriCom Technology
Group, Inc., a Nevada Corporation, with the surviving Corp being TriCom
Technology Group, Inc. TriCom Technology Group, Inc subsequently adopted the
name of its subsidiary by amending its articles of incorporation to change its
name to OmniNet Media.Com, Inc.

In July 2000, OmniNet Media.com, Inc. and MAS ACQUISITION XXV CORP., an Indiana
Corporation enter into an agreement whereby OmniNet acquires voting control,
reorganizes MAS and becomes a successor issuer and on October 11, 2000 a
Statement of Changes in Beneficial Ownership is filed. On June 1, 2001, the
Board of Directors approved the change of the name of the Company from OmniNet
Media.com Inc. to OmniNet Media Corporation. On June 4, 2001, a Certificate of
Amendment of Certificate of Incorporation was filed with the State of Nevada to
affect this name change OmniNet was the surviving entity following a merger with
Clinical Aesthetics Centre, Inc., a Nevada corporation, effective August 11,
1998 and following a merger with OmniNet Media.Com, Inc., a Nevada corporation,
effective February 22, 2000.

Until 2001, OmniNet was in the business of providing interactive multi-media
information through a network of installed kiosks located in major shopping
malls, retail outlets, public facilities, transportation hubs and pay phones.

OmniNet has reorganized itself and ceased all business operations other than to
locate and negotiate with a business entity for the combination of that target
company with OmniNet. A combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange (the "business
combination"). In most instances, the target company will wish to structure the
business combination to be within the definition of a tax-free reorganization
under Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that OmniNet will be successful in locating
or negotiating with any target business.

OmniNet has not restricted its search for any specific kind of businesses, and
it may acquire a business which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its business life.
It is impossible to predict the status of any business in which OmniNet may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which OmniNet may offer.

In implementing a structure for a particular business acquisition, OmniNet may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity.

It is anticipated that any securities issued in any such business combination
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, OmniNet may agree to register all or a
part of such securities as part of the business combination or at specified
times thereafter.

                                       4
<PAGE>

Negotiations with a target company will likely focus on the percentage of
OmniNet which the target company shareholders would acquire in exchange for
their shareholdings. Although the terms of such agreements cannot be predicted,
generally such agreements will require certain representations and warranties of
the parties thereto, will specify certain events of default, will detail the
terms of closing and the conditions which must be satisfied by the parties prior
to and after such closing and will include miscellaneous other terms. Any merger
or acquisition effected by OmniNet can be expected to have a significant
dilutive effect on the percentage of shares held by the OmniNet's shareholders
at that time.

THERE CAN BE NO ASSURANCES GIVEN THAT OMNINET WILL BE ABLE TO SUCCESSFULLY
LOCATE A MERGER TARGET OR CONSUMMATE A MERGER. STATUTES, REGULATIONS, RULES AND
THE POSITIONS OF REGULATORY AUTHORITIES HAVE BEEN BECOMING MORE ADVERSE AND
RESTRICTIVE TOWARD SUCH MERGERS AND TOWARD ENTITIES SUCH AS OMNINET.

Item 2. Description of Property.

OmniNet does not own, or have any interest in any property. OmniNet maintains
its books and records in office space provided without cost by its management
team in Orange County, California.

Item 3. Legal Proceedings.

OmniNet is not a party to any pending legal proceedings.

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

OmniNet did not submit any matters during the fourth quarter of the fiscal year
covered by this report to a vote of its stockholders.

                                     PART II

Item 5. Market for Common Equity and Related Stockholders Matters.

OmniNet's common stock is traded on the over-the-counter market under the symbol
ONMC. Trades are reported on the electronic quotation systems known as Pink
Sheets and OTC-Other. Brokers began submitting bid and ask quotations for
OmniNet's common shares in March, 2000. The range of the high and low bid
information for OmniNet's common stock for each quarter since November 30, 2000
is set forth below:

                      Stock
            ONMC      Price          Hi            Low
            ----      -----      ---------      ---------

           Quarter
           Ending:
           -------

         11/30/2000              $   0.626      $   0.625
          2/28/2001              $   0.906      $   0.180
          5/31/2001              $   0.440      $   0.040
          8/31/2001              $   0.300      $   0.026
         11/30/2001              $   0.042      $   0.007
          2/28/2002              $   0.010      $   0.002
          5/31/2002              $   0.030      $   0.010
          8/31/2002              $   0.030      $   0.004
         11/30/2002              $   0.004      $   0.001
          2/28/2003              $   0.004      $   0.001
          5/31/2003              $   0.005      $   0.001
          8/31/2003              $   0.001      $   0.001
         11/30/2003              $   0.004      $   0.001
          2/29/2004              $   0.003      $   0.001
          5/31/2004              $   0.001      $   0.001
          8/31/2004              $   0.001      $   0.001
         11/30/2004              $   0.003      $   0.001
          2/28/2005              $   0.001      $   0.001
          5/31/2005              $   0.004      $   0.001
          8/31/2005              $   0.001      $   0.001
         11/30/2005              $   0.005      $   0.001


                                       5
<PAGE>

The readers are cautioned that these prices reflect inter-dealer process,
without retail mark-up, mark-down or commission and may not represent actual
transactions.

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

OmniNet has ceased all business operations.







                                       6
<PAGE>


Item 7. Financial Statements.





                            OMNINET MEDIA CORPORATION
                       (Formerly OmniNet Media.Com, Inc.)
                              FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                   AUGUST 31, 2005, 2004, 2003, 2002 AND 2001








                                       7
<PAGE>


                                TABLE OF CONTENTS




Report of Independent Registered Public Accounting Firm......................F-1


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


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


Statement of Shareholders' Equity (Deficit)..................................F-4


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


Notes to Financial Statements................................................F-6




                                       8
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders OmniNet Media Corporation (Formerly
OmniNet Media.com, Inc.)

We have audited the accompanying balance sheets of OmniNet Media Corporation
(formerly OmniNet Media.com, Inc.) as of August 31, 2005, 2004, 2003, 2002 and
2001, and the related statements of operations, shareholders' equity (deficit)
and cash flows for each of the 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 the standards of the Public Company
Accounting Oversight Board (United States). 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 OmniNet Media Corporation
(formerly OmniNet Media.com, Inc.)as of August 31, 2005, 2004, 2003, 2002 and
2001, and the results of its operations and its cash flows for each of the years
then ended in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has incurred significant losses. These
conditions raise substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are described in Note
3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.


Mendoza Berger & Company, LLP



Irvine, California
January 16, 2006


                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                                               OMNINET MEDIA CORPORATION
                                          (Formerly OmniNet Media.Com, Inc.)
                                                    BALANCE SHEETS
                                      AUGUST 31, 2005, 2004, 2003, 2002 AND 2001
-----------------------------------------------------------------------------------------------------------------------------------

                                                        ASSETS

                                                                2005           2004           2003           2002           2001
                                                            -----------    -----------    -----------    -----------    -----------
<S>                                                         <C>            <C>            <C>            <C>            <C>
Current assets:
  Cash                                                      $      --      $      --      $      --      $      --      $      --
                                                            -----------    -----------    -----------    -----------    -----------
      Total current assets                                         --             --             --             --             --
                                                            -----------    -----------    -----------    -----------    -----------
      Total assets                                          $      --      $      --      $      --      $      --      $      --
                                                            ===========    ===========    ===========    ===========    ===========


                                     LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Accounts payable                                            $      --      $   772,105    $   772,105    $   772,105    $   772,105
Notes payable, related party (Note 4)                            22,090         22,090         22,090         22,090         22,090
                                                            -----------    -----------    -----------    -----------    -----------
Total liabilities                                                22,090        794,195        794,195        794,195        794,195

Contingency (Note 5)                                               --             --             --             --             --

Shareholders' equity: (Note 6)
  Preferred stock par value $0.0001, 10,000,000 shares
  Authorized, none issued and outstanding at
  August 31, 2005, 2004, 2003, 2002 and 2001
  Common stock par value $0.0001 100,000,000 shares
    authorized;  98,554,712 shares issued  and
    outstanding at August 31, 2005 and 2004
    48,554,712 issued and outstanding at
    August 31, 2003, 2002 and 2001 respectively                   9,552          9,552          4,552          4,552          4,552
  Additional paid in capital                                  3,483,107      3,483,107      3,478,107      3,478,107      3,478,107
  Accumulated deficit                                        (3,403,984)    (4,176,089)    (4,176,089)    (4,176,089)    (4,176,089)
                                                            -----------    -----------    -----------    -----------    -----------

                                                                (88,765)      (683,430)      (693,430)      (693,430)      (693,430)
Less: Subscription receivable                                  (110,765)      (110,765)      (100,765)      (100,765)      (100,765)
                                                            -----------    -----------    -----------    -----------    -----------

      Total shareholders' equity (deficit)                      (22,090)      (794,195)      (794,195)      (794,195)      (794,195)
                                                            -----------    -----------    -----------    -----------    -----------

      Total liabilities and shareholders' equity (deficit)  $      --      $      --      $      --      $      --      $      --
                                                            ===========    ===========    ===========    ===========    ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements
                                       F-2
<PAGE>
<TABLE>
<CAPTION>


                                             OMNINET MEDIA CORPORATION
                                        (Formerly OmniNet Media.Com, Inc.)
                                             STATEMENTS OF OPERATIONS
                          FOR THE YEARS ENDED AUGUST 31, 2005, 2004, 2003, 2002 AND 2001
----------------------------------------------------------------------------------------------------------------------------------

                                                              2005           2004           2003           2002           2001
                                                          ------------   ------------   ------------   ------------   ------------
<S>                                                       <C>            <C>            <C>            <C>            <C>
Revenues                                                  $       --     $       --     $       --     $       --     $       --
                                                          ------------   ------------   ------------   ------------   ------------

     Total revenues                                               --             --             --             --             --
                                                          ------------   ------------   ------------   ------------   ------------
Operating expenses:
   General and administrative                                     --             --             --             --        1,578,512
                                                          ------------   ------------   ------------   ------------   ------------

     Total operating expenses                                     --             --             --             --        1,578,512
                                                          ------------   ------------   ------------   ------------   ------------
Other income (expense):
    Interest expense                                              --             --             --             --             --
    Forgiveness of debt                                        772,105           --             --             --             --
                                                          ------------   ------------   ------------   ------------   ------------

Net income (loss) before income taxes                          772,105           --             --             --       (1,578,512)

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

Net income (loss)                                         $    772,105   $       --     $       --     $       --     $ (1,578,512)
                                                          ============   ============   ============   ============   ============

Net income (loss) per share - basic                       $       --     $              $       --     $       --     $       --
                                                          ============   ============   ============   ============   ============

Net income (loss) per share - diluted                     $       --     $       --     $       --     $       --     $       --
                                                          ============   ============   ============   ============   ============

Weighted average number of shares outstanding - basic       98,554,712     96,225,945     48,554,712     48,554,712     47,155,909
                                                          ============   ============   ============   ============   ============

Weighted average number of shares outstanding - diluted     98,554,712     96,225,945     48,554,712     48,554,712     47,155,909
                                                          ============   ============   ============   ============   ============
</TABLE>

    The accompanying notes are an integral part of these financial statements
                                      F-3
<PAGE>
<TABLE>
<CAPTION>


                                             OMNINET MEDIA CORPORATION
                                        (Formerly OmniNet Media.Com, Inc.)
                                    STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
                          FOR THE YEARS ENDED AUGUST 31, 2005, 2004, 2003, 2002 AND 2001
---------------------------------------------------------------------------------------------------------------------------------

                                                                  Common Stock
                                             ------------------------------------------------------
                                                              Par         Additional
                                              Number of    Value $0.01     Paid-In     Subscription    Accumulated
                                                Shares      per Share      Capital     Receivable        Deficit         Total
                                             -----------   -----------   -----------   ------------    -----------    -----------
<S>                                          <C>           <C>           <C>           <C>             <C>            <C>
Balance at August 31, 2000                    45,317,679   $     4,228   $ 1,759,263   $       --      $(2,597,577)   $  (834,087)
Shares of common stock issued for services     2,593,446           259     1,558,144           --             --        1,558,404
Shares of common stock issued for cash           196,789            20        59,980           --             --           60,000
Shares of common stock subscribed                446,798            45       100,720       (100,765)          --             --
Net income (loss)                                   --            --            --             --       (1,578,512)    (1,578,512)
                                             -----------   -----------   -----------   ------------    -----------    -----------

Balance at August 31, 2001                    48,554,712         4,552     3,478,107       (100,765)    (4,176,089)      (794,195)
Net income (loss)                                   --            --            --             --             --             --
                                             -----------   -----------   -----------   ------------    -----------    -----------

Balance at August 31, 2002                    48,554,712         4,552     3,478,107       (100,765)    (4,176,089)      (794,195)
Net income (loss)                                   --            --            --             --             --             --
                                             -----------   -----------   -----------   ------------    -----------    -----------

Balance at August 31, 2003                    48,544,712         4,552     3,478,107       (100,765)    (4,176,089)      (794,195)
Shares of common stock subscribed             50,000,000         5,000         5,000        (10,000)          --             --
Net income (loss)                                   --            --            --             --             --             --
                                             -----------   -----------   -----------   ------------    -----------    -----------

Balance at August 31, 2004                    98,554,712         9,552     3,483,107       (110,765)    (4,176,089)      (794,195)
Net income (loss)                                   --            --            --             --          772,105        772,105
                                             -----------   -----------   -----------   ------------    -----------    -----------

Balance at August 31, 2005                    98,554,712   $     9,552   $ 3,483,107   $   (110,765)   $(3,403,984)   $   (22,090)
                                             ===========   ===========   ===========   ============    ===========    ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements
                                      F-4
<PAGE>
<TABLE>
<CAPTION>


                                             OMNINET MEDIA CORPORATION
                                        (Formerly OmniNet Media.Com, Inc.)
                                             STATEMENTS OF CASH FLOWS
                          FOR THE YEARS ENDED AUGUST 31, 2005, 2004, 2003, 2002 AND 2001
--------------------------------------------------------------------------------------------------------------------------------

                                                             2005           2004           2003           2002          2001
                                                         ------------   ------------   ------------   ------------   -----------
<S>                                                      <C>            <C>            <C>            <C>            <C>
Cash flows from operating activities:
   Net income (loss)                                     $    772,105   $       --     $       --     $       --     $(1,578,512)
Adjustments to reconcile net (loss) to net cash:
   Gain from forgiveness of debt                             (772,105)          --             --             --            --
   Stock compensation for services                               --             --             --             --       1,558,404
   Decrease in accounts payable                                  --             --             --             --         (61,982)
                                                         ------------   ------------   ------------   ------------   -----------

Net cash provided by ( used in) operating activities             --             --             --             --         (82,090)

Cash flows from financing activities:
   Proceeds from issuance of common stock                        --             --             --             --          60,000
   Borrowings from related parties                               --             --             --             --          22,090

                                                         ------------   ------------   ------------   ------------   -----------

Net cash provided by (used in) financing activities              --             --             --             --          82,090
                                                         ------------   ------------   ------------   ------------   -----------

Net change in cash                                               --             --             --             --            --

Cash, beginning of year                                          --             --             --             --            --
                                                         ------------   ------------   ------------   ------------   -----------

Cash, end of year                                        $       --     $       --     $       --     $       --     $      --
                                                         ============   ============   ============   ============   ===========

Schedule of Non Cash Investing and Financing
   Activities:
     Issuance of common stock in exchange for services   $       --     $       --     $       --     $       --     $ 1,558,404
                                                         ============   ============   ============   ============   ===========

     Issuance of common stock for subscriptions
        receivable                                       $       --     $     10,000   $       --     $       --     $   100,765
                                                         ============   ============   ============   ============   ===========
</TABLE>


    The accompanying notes are an integral part of these financial statements
                                      F-5
<PAGE>

1.       HISTORY AND ORGANIZATION OF THE COMPANY
         ---------------------------------------

         OmniNet Media Corporation (formerly OmniNet Media.Com, Inc.) (the
         Company) was incorporated on March 12, 1997 as Clinical Aesthetics
         Centre, Inc. (Clinical) under the laws of the State of Nevada. Clinical
         conducted no active business operations from inception through July
         1998. On July 27, 1998 Clinical entered into a business reorganization
         in which it issued 5,250,000 of its common shares in exchange for all
         the issued and outstanding shares of TriCom Technology Group, Inc.
         (TriCom), a Nevada corporation formed on July 14, 1998. TriCom
         continued to operate under its own name, but failed in its attempt to
         operate as an advertising and communications company. It became
         inactive, and remained inactive until February 2000.

         On February 18, 2000 the Board of Directors of TriCom approved the
         issuance of 5,000,000 of its common shares in exchange for 100% of the
         issued and outstanding stock of OmniNet Media.Com, Inc. which had been
         formed as a Nevada business corporation on January 7, 2000 under the
         name of Kioskcoupon.Com, Inc.(Kioskcoupon) Its business purpose was to
         provide communications services. Kioskcoupon had changed its name to
         OmniNet Media.Com, Inc. by amendment to its articles of incorporation
         on January 20, 2000. TriCom subsequently adopted the name of its
         subsidiary by amending its articles of incorporation to change its name
         to OmniNet Media.Com, Inc. and then to OmniNet Media Corp.

         OmniNet Media Corporation's main business activity targeted the
         television and promotional advertising market by offering both grocery
         retailer and national food advertiser with a new and efficient in-store
         advertising medium consisting of internet-enabled networked
         large-screen video displays, for the purpose of disseminating timely,
         centralized multi-media advertising messages directly into the retailer
         environment to influence the buyer at the moment of decision. The
         Company was unable to fund operations as an advertising and
         communications company and became inactive in late 2001, and remains
         inactive and for all intents and purposes exists as a development stage
         company.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         ------------------------------------------

         Use of Estimates

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

                                      F-6
<PAGE>


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
         ------------------------------------------

         Earnings Per Share
         ------------------

         In February 1997, the Financial Accounting Standards Board (FASB)
         issued SFAS No. 128 "Earnings Per Share" which requires the Company to
         present basic and diluted earnings per share, for all periods
         presented. The computation of loss per common share (basic and diluted)
         is based on the weighted average number of shares actually outstanding
         during the period.

         Income Taxes
         ------------

         Deferred income taxes are reported using the liability method. Deferred
         tax assets are recognized for deductible temporary differences and
         deferred tax liabilities are recognized for taxable temporary
         differences. Temporary differences are the differences between the
         reported amounts of assets and liabilities and their tax bases.

         Deferred tax assets are reduced by a valuation allowance when, in the
         opinion of management, it is more likely than not that some portion or
         all of the deferred tax assets will not be realized. Deferred tax
         assets and liabilities are adjusted for the effects of changes in tax
         laws and rates on the date of enactment.

         New Accounting Pronouncements
         -----------------------------

         In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an
         amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends guidance in ARB
         No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for
         abnormal amounts of idle facility expenses, freight, handling, costs
         and spoilage. This statement requires that those items be recognized as
         current period charges regardless of whether they meet the criterion of
         "so abnormal" which was the criterion specified in ARB No. 43. In
         addition, this Statement requires that allocation of fixed production
         overheads to the cost of production be based on normal capacity of the
         production facilities. This pronouncement is effective for the Company
         beginning October 1, 2005. The Company does not believe adopting this
         new standard will have a significant impact on its financial
         statements.

         In December 2004, the FASB issued SFAS No. 123 (revised 2004)
         Share-Based Payment, which is a revision of SFAS No. 123, Accounting
         for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion
         No. 25, Accounting for Stock Issued to Employees, and amends SFAS No.
         95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R)
         is similar to the approach described in SFAS No. 123. However, SFAS No.
         123(R) requires all share-based payments to employees, including grants
         of employee stock options, to be recognized in the income statement
         based on their fair values. Pro forma disclosure is no longer an
         alternative.

                                      F-7
<PAGE>

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
         ------------------------------------------

         New Accounting Pronouncements (Continued)
         -----------------------------

         The new standard will be effective for the Company in the first interim
         or annual reporting period beginning after December 15, 2005. The
         Company expects the adoption of this standard will have a material
         impact on its financial statements assuming employee stock options are
         granted in the future.

3.       GOING CONCERN
         -------------

         The accompanying financial statements have been prepared in a going
         concern basis, which contemplates the realization of assets and the
         satisfaction of liabilities in the normal course of business. The
         Company has incurred cumulative net losses of approximately $3,400,000,
         since its inception and will require additional capital for is
         operational activities. The Company plans to complete a plan to merge
         with an operating company over the next twelve months. If it is unable
         to merge with an operating company, the business plan will be
         significantly delayed. The Company does not have any formal commitments
         or arrangements for the completion of a merger with an operating
         company . The Company's ability to raise additional capital through the
         future issuance of the common stock is unknown.

         The obtainment of additional financing and its transition, ultimately,
         to the attainment of profitable operations are necessary for the
         Company to continue operations. These factors, among others, raise
         substantial doubt about the Company's ability to continue as a going
         concern. The financial statements of the Company do not include any
         adjustments that may result from the outcome of these aforementioned
         uncertainties.

4.       NOTE  PAYABLE - RELATED PARTY
         -----------------------------

         The Company owed $22,090 on a note payable to a related party. The note
         payable is non-interest bearing and is due on demand.

5.       CONTINGENCY
         -----------

         As of the year ended August 31, 2001, the Company owed approximately
         $772,000 to various vendors. The current management believes that the
         statute of limitations related to these liabilities has run out as of
         August 31, 2005 and therefore can defeat any legal action to collect
         Reported Liabilities based upon the affirmative defense that the
         creditor's claim are barred for the four year limitation period set
         forth in Section 337 of the California Code of Civil Procedure. The
         Company has credited approximately $772,000 to forgiveness of debt for
         the year ended August 31, 2005.

6.       CAPITAL STOCK
         -------------

         During the year ended August 31, 2001, the Company issued 2,593,446
         shares of common stock valued at $1,558,404 or $0.60 per share of
         common stock.

         During the year ended August 31, 2001, the Company issued 196,789
         shares of common stock for $60,000 cash.

                                      F-8
<PAGE>
<TABLE>
<CAPTION>

         During the year ended August 31, 2001, the Company subscribed to
         446,798 shares of common stock for $100,765.

         During the year ended August 31, 2004, the Company subscribed to
         50,000,000 shares of common stock for $10,000.

7.       INCOME TAXES
         ------------

         Significant components of the Company's deferred income tax asset at
         August 31, 2004, are as follows:

                                     2005           2004           2003           2002           2001
                                 -----------    -----------    -----------    -----------    -----------
<S>                              <C>            <C>            <C>            <C>            <C>
Deferred income tax assets:
   Net operating loss carry
      forward                    $ 1,050,000    $ 1,050,000    $ 1,050,000    $ 1,050,000    $ 1,050,000
                                 -----------    -----------    -----------    -----------    -----------

Valuation allowances              (1,050,000)    (1,050,000)    (1,050,000)    (1,050,000)    (1,050,000)
                                 -----------    -----------    -----------    -----------    -----------

Deferred income tax asset, net   $      --      $      --      $      --      $      --      $      --
                                 -----------    -----------    -----------    -----------    -----------

         The Company, based upon its history of losses and management's
         assessment of when operations are anticipated to generate taxable
         income, has concluded that it is more likely than not that none of the
         net deferred income tax assets will be realized through future taxable
         earnings and has established a valuation allowance for them.
         Accordingly, the Company recorded no tax benefit for the years ended
         August 31, 2005, 2004, 2003, 2002 and 2001.

         Reconciliation of the effective tax rate to the U.S. statutory rate is
         as follows at August 31:

                                     2005           2004           2003           2002           2001
                                 -----------    -----------    -----------    -----------    -----------

Tax expense at U.S. statutory       (34%)          (34%)          (34%)          (34%)          (34%)
rate in valuation allowance          34%            34%            34%            34%            34%
                                 -----------    -----------    -----------    -----------    -----------

Effective income tax rate            --             --             --             --             --
                                 ===========    ===========    ===========    ===========    ===========
</TABLE>
<TABLE>
<CAPTION>

8.       QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
         -------------------------------------------

                                       For the three       For the three       For the three       For the three
                                       months ended         months ended        months ended        months ended
                                      August 31, 2005       May 31, 2005     February 28, 2005   November 30, 2004
                                     -----------------   -----------------   -----------------   -----------------
<S>                                  <C>                 <C>                 <C>                 <C>
Net Sales                            $            --     $            --     $            --     $            --
Gross Profit                         $            --     $            --     $            --     $            --
Net income (loss)                    $         772,105   $            --     $            --     $            --


Net income (loss) per common share   $            --     $            --     $            --     $            --
Weighted average shares                     98,554,712          98,554,712          98,554,712          98,554,712


                                      F-9
<PAGE>
<CAPTION>
                                       For the three       For the three       For the three       For the three
                                       months ended         months ended        months ended        months ended
                                      August 31, 2004       May 31, 2004     February 29, 2004   November 30, 2003
                                     -----------------   -----------------   -----------------   -----------------
Net Sales                            $            --     $            --     $            --     $            --

Gross Profit                         $            --     $            --     $            --     $            --
Net income (loss)                    $            --     $            --     $            --     $            --

Net income (loss) per common share   $            --     $            --     $            --     $            --
Weighted average shares                     96,225,945          96,225,945          96,225,945          96,225,945


                                       For the three       For the three       For the three       For the three
                                       months ended         months ended        months ended        months ended
                                      August 31, 2003       May 31, 2003     February 28, 2003   November 30, 2002
                                     -----------------   -----------------   -----------------   -----------------
Net Sales                            $            --     $            --     $            --     $            --
Gross Profit                         $            --     $            --     $            --     $            --
Net income (loss)                    $            --     $            --     $            --     $            --

Net income (loss) per common share   $            --     $            --     $            --     $            --
Weighted average shares                     48,554,712          48,554,712          48,554,712          48,554,712


                                       For the three       For the three       For the three       For the three
                                       months ended         months ended        months ended        months ended
                                      August 31, 2002       May 31, 2002     February 28, 2002   November 30, 2001
                                     -----------------   -----------------   -----------------   -----------------
Net Sales                            $            --     $            --     $            --     $            --
Gross Profit                         $            --     $            --     $            --     $            --
Net income (loss)                    $            --     $            --     $            --     $            --

Net income (loss) per common share   $            --     $            --     $            --     $            --
Weighted average shares                     48,554,712          48,554,712          48,554,712          48,554,712

</TABLE>


                                      F-10
<PAGE>

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

None. Management has used the accounting firm of Mendoza Berger & Company LLP
during the two most recent fiscal years. There have been no changes in
accountants or disagreements with accountants on accounting principles or
practices, financial statement disclosure, or auditing scope or procedures.

Item 8A.  Controls and Procedures.

(a) As of the end of the period covered by this report, the Chief Executive
Officer and the Chief Financial Officer made an evaluation of the company's
disclosure controls and procedures (as defined in ss.240.13a-15(e) or
240.15d-15(e) of the Securities Exchange Act). Based on the evaluation of these
controls and procedures required by paragraph (b) of Rule 13a-15 or 15d-15 under
the Exchange Act, in his opinion, the disclosure controls and procedures are
effective.

(b) During the most recent fiscal year, there have not been any significant
changes in our internal controls over financial reporting or in other factors
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

Item 8B.  Other Information.

None.


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        With Section 16(a) of the Exchange Act.

(a) The following table furnishes the information concerning the Company's
directors and officers as of August 31, 2005. The directors of the Company are
elected every year and serve until their successors are elected and qualify.

Name                       Age      Title
----                       ---      ------

Mitchell Stough            40       Chief Executive Officer, CFO, Director
Jim Graves                 36       Secretary

The following table sets forth the portion of time each officer devotes to the
Company:

Mitchell Stough                      10%
Jim Graves                           10%

The term of office for each director is one (1) year, or until his/her successor
is elected at the Company's annual meeting and is qualified. The term of office
for each officer of the Company is at the pleasure of the board of directors.

The board of directors does not have a nominating committee. Therefore, the
selection of persons or election to the board of directors was neither
independently made nor negotiated at arm's length.

(b) Identification of Certain Significant Employees.

The directors and executive officers of the Company handle strategic matters and
critical decisions.

(c) Family Relationships.

None

                                       9
<PAGE>

(d) Business Experience.

The following is a brief account of the business experience of each director and
executive officer of the Company, including principal occupations and employment
during that period and the name and principal business of any corporation or
other organization in which such occupation and employment were carried on.

Mitchell Stough, age 40, attended California State University Long Beach from
1985 - 1989, majoring in Business Administration. He has been a currency broker
for Harlow Meyer Savage, Los Angeles, from 1988 - 1991 where he conducted spot
trading the Yen, Swiss Franc, British Pound and U.S. Dollar. He managed M&A work
for The Corsini Group from 1991-1996 and with Trinity Capital Group from
1996-2003. He has managed client companies, shell acquisitions, merger
processes, regulatory issues and broker/dealer relationships. He founded Fort
Street Equity in 2003. Mr. Stough is currently president of Fort Street Equity
where he's responsible for day to day operations.

Jim Graves, 36, attended San Diego State University from 1993-1997 studying
Corporate finance and Business Administration. Soon after, Mr. Graves became a
self employed consultant within the media communication industry. He elected to
work exclusively with J. Thomas Markham, Inc. because of the unique distribution
channel J. Thomas Markham, Inc created using the transportation industry. At J.
Thomas Markham, Mr. Graves developed cost estimates, sales projections and
enhanced business development. Furthermore Mr. Graves conducted in-depth
research on more 300 public companies in the Internet Industry. He has
experience with filing documents such as 10-KSB, 10-Q, and 8-K with the
Securities and Exchange Commission. He has worked extensively with SEC
Attorneys, Consultants, Auditors, Transfer Agents, Market Markers, Brokerage
Houses, Printers, etc. In February, 2000, Mr. Graves joined OmniNet as
Vice-President and Secretary.

Mr. Steffens, Director and President until September 28, 2001. Mr. Steffens was
born on April 25, 1947. He has held key management positions which have provided
him with Twenty-Five years of experience as President/CEO, Chief Financial
Officer and Chief Operational Officer with several public and private
corporation. His career has been involved with commercialization of a wide range
of technology driven products. Over the years he has developed valuable
contracts with high profile corporations for partnering of strategic marketing
alliances, manufacturing and distribution to launch new products into the market
place, including software applications for the banking industry, in-store
advertising concepts for retail chain stores and product distribution of drug
and dietary supplements. From 1983 Mr. Steffens successfully negotiated
international licensing and distribution agreements for software and
pharmaceutical products developed and manufactured by three corporations
co-founded by Mr. Steffens, including Bio-sphere Technology, Inc., Marina
Systems International, Inc. and Southwest Medical Research Foundation, Inc. Mr.
Steffens' business history by date, year and positions since August of 1985 is
as follows August 1985-October 1990: Saudi-Japan Economic Culture Cooperation
Committee, Tokyo, Japan. During this period Mr. Steffens reported to the
Chairman of the Board, Mr. Isao Ishikawa, as his U.S. representative to assist
his efforts in arranging financing, the purchase of various real estate
properties and funding large projects in the U.S. and Europe. October 1990-June
1996: Foundation for Applied Research Technology, Inc., La Mirada California.
Mr. Steffens was Vice President/COO/CFO and Director for this non-profit
organization founded in 1979 to fund new technologies for the treatment of
cardiovascular diseases. He acted as fund raiser and site location manager for
clinical trials for this employer. May 1992-June 1998: Southwest Medical
Research Foundation, Inc., Las Vegas, Nevada. Mr. Steffens was co-founder with
Jackie R. See, MD and acted as COO/CFO and Director. He formed and arranged
investor financing to develop manufacturing protocols and procedures to produce
micro-encapsulated (Liposomal) drugs, utilizing the company's proprietary
technology. He managed all investor fund raising efforts, set up manufacturing
laboratory site, and completed all phases of the production of drugs for
clinical trial. February 1992-June 1998: Bio-Sphere Technology, Inc., Las Vegas,
Nevada and Irvine, California. He was cou-founder of this bio-pharmaceutical
company with Jackie R. See, M.D. and acted as CFO/COO, Secretary and Director.
The company developed liposomal technology to deliver various drugs for the
treatment of erectile dysfunction, cholesteroal, oral vaccines and restinosis.
Managed the day to day business activities, including arranging investor
financing, manufacturing, FDA compliance, licensing agreements and co-authored
and filed patent applications and PCT's. December 1996-November 1997: Harvard
Scientific Corp., Irvine, California and Reno, Nevada. He was President, CEO/CFO


                                       10
<PAGE>

and Director of this publicly held company which, at one time was a wholly-owned
subsidiary of Bio-Sphere Technology, Inc. This Company developed and patented a
drug for the treatment of erectile dysfunction and is in the process of
completing clinical trials. Mr. Steffens was responsible for investor relations,
arranging financing, and setting up CRO's and manufacturing partners. Through is
efforts this Company received a $15 million debenture to finance its ongoing
clinical trials. May 1991-March 2000. Natural Right Technologies, Inc., Downey,
California. Mr. Steffens was President and Director of this closely-held
corporation that manufactured and marketed dietary food supplements to European
and Canadian distributors.

(e) Directors' Compensation

Directors who are also officers of the registrant do not receive cash
compensation for services as a director.

(f) Audit Committee Financial Experts

The Company does not have an audit committee financial expert serving on its
audit committee.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the registrant's officers and directors, and persons who own
more than 10% of a registered class of the registrant's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
registrant with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish to registrant with copies of all
Section 16(a) documents they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the registrant under Rule 16-a-3(e) and Form 5 and amendments thereto furnished
to the registrant with respect to its most recent fiscal year, and any
representation referred to in paragraph (b)(2)(i) of Item 405 of Regulation S-B,
the registrant believes all required reports were made during the fiscal years
covered by this report.

CODE OF ETHICS

We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. Such code of ethics will be
provided to any person without charge, upon request, a copy of such code of
ethics by sending such request to us at our principal office.

Item 10.  Executive Compensation.

(a) Compensation.

This table sets forth all compensation paid by the Company for all services
provided up to August 31, 2005 to each of its executive officers.


                           SUMMARY COMPENSATION TABLE
                               ANNUAL COMPENSATION

NAME AND
PRINCIPAL                                                      OTHER ANNUAL
POSITION                YEAR            SALARY      BONUS      COMPENSATION
--------                ----            ------      -----      ------------

Mitchell Stough         2005            $0          $0         $0
CEO, CFO, and           ----
Director                2004            $0          $0         $0
                        ----
                        2003            $0          $0         $0
                        ----
                        2002            $0          $0         $0
                        ----
                        2001            $0          $0         $0
                        ----
                        2000            $0          $0         $0
                        ----


                                       11
<PAGE>

Jim Graves              2005            $0          $0         $0
Vice-President and      ----
Secretary               2004            $0          $0         $0
                        ----
                        2003            $0          $0         $0
                        ----
                        2002            $0          $0         $0
                        ----
                        2001            $22,620     $0         $0
                        ----
                        2000            $0          $0         $0
                        ----

In 2001, the acting President, Mr. Don Steffens and Vice President/Secretary,
Mr. Jim Graves of the company entered into 40 month consulting agreements with
the company. In addition to monetary compensation, the Mr. Steffens was issued
1,600,000 shares of the company and Mr. Graves was issued 900,000 shares of the
company. Mr. Graves has since issued a debt forgiveness letter to the company
relieving the company of any further obligations to monies accrued under his
consulting agreement.

There were no other long-term compensation arrangements or stock awards to
management between 2000 and 2005.

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

(a) This table sets out beneficial owners of five percent (5%) or greater of the
Company's common stock. The following sets forth information with respect to
ownership by holders of more than five percent (5%) of the registrant's common
stock known by the registrant based upon 98,554,712 shares outstanding at August
31, 2005.

  TITLE       NAME AND ADDRESS                AMOUNT OF BENEFICIAL
OF CLASS    OF BENEFICIAL OWNER                     INTEREST             PERCENT


Common      William Owen                           50,000,000             50.7%
            12 Chantilly Pl.
            Robina QLD 4226
            Australia


b) The following table sets forth information with respect to the Company's
common stock beneficially owned by each officer and director, and by all
directors and officers as a group, at August 31, 2005.

  TITLE       NAME AND ADDRESS                AMOUNT OF BENEFICIAL
OF CLASS    OF BENEFICIAL OWNER                     INTEREST             PERCENT

Common      Mitchell Stough                                 0                0%
            1355 E. Balboa Blvd, Suite A
            Newport Beach, CA 92661

Common      Jim Graves                              1,000,000                1%
            1355 E. Balboa Blvd, Suite A
            Newport Beach, CA 92661

Total                                              51,000,000             51.7%

Item 12. Certain Relationships and Related Transactions.

There have not, within the last two years, been any transactions with the
registrant in which any of its officers, directors or controlling stockholders
had any interest, and no such transaction has been proposed.

Item 13.  Exhibits.

The exhibits listed below are furnished in accordance with Item 601 of
Regulation S-B.

                                       12
<PAGE>

Exhibit
Number             Description

3.1.1    Articles of Incorporation. Incorporated by reference from the
         Registrant's Report on Form 8-K filed August 25, 2000, SEC Accession
         Number 1010549-0-522.
3.1.2    Certificate of Amendment to Articles of Incorporation. Incorporated by
         reference from the Registrant's Report on Form 8-K filed August 25,
         2000, SEC Accession Number 1010549-0-522.
3.1.3    Certificate of Amendment to Articles of Incorporation. Incorporated by
         reference from the Registrant's Report on Form 8-K/A filed March 31,
         2001, SEC Accession Number 1103023-1-500006.
3.1.4    Certificate of Amendment to Articles of Incorporation. Incorporated by
         reference from the Registrant's Report on Form 8-K/A filed March 31,
         2001, SEC Accession Number 1103023-1-500006.
3.2      By-laws of the Registrant. Incorporated by reference from the
         Registrant's Report on Form 8-K/A filed March 31, 2001, SEC Accession
         Number 1103023-1-500006.

31.1     Certification of the Chief Executive Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002
31.2     Certification of the Chief Financial Officer pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002
32.1     Certification of the Chief Executive Officer pursuant to Section 906 of
         the Sarbanes-Oxley Act of 2002
32.2     Certification of the Chief Financial Officer pursuant to Section 906 of
         the Sarbanes-Oxley Act of 2002

Item 14. Principal Accountant Fees and Services.

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the registrant's
annual financial statements and review of financial statements included in the
registrant's Form 10-KSB or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years were $20,000.00.

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit or review of the registrant's financial statements and
not reported under Item 1 were $0.00.

(3) Tax Fees

There were no fees for professional services rendered by the principal
accountant for tax compliance, tax advice and tax planning during the last two
fiscal years.

(4) All Other Fees

There were no fees for products and services provided by the principal
accountant, other than services listed in Items 1 to 3 above, during the last
two fiscal years.

POLICY ON AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

OmniNet currently does not have a designated Audit Committee, and accordingly,
OmniNet 's Board of Directors' policy is to pre-approve all audit and
permissible non-audit services provided by the independent auditors. These
services may include audit services, audit-related services, tax services and
other services. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to the particular service or category of services
and is generally subject to a specific budget. The independent auditors and
management are required to periodically report to OmniNet 's Board of Directors
regarding the extent of services provided by the independent auditors in
accordance with this pre-approval, and the fees for the services performed to
date. The Board of Directors may also pre-approve particular services on a
case-by-case basis.

                                       13
<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.

April 21, 2006

                             OmniNet Media Corporation


                             By: /s/ Mitchell Stough
                                 -------------------
                             Name:   Mitchell Stough
                             Title:  Chief Executive Officer and
                                     Chief Financial Officer



                             OmniNet Media Corporation


                             By: /s/ Jim Graves
                                 --------------
                             Name:   Jim Graves
                             Title:  Secretary


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.

April 21, 2006



                             By: /s/ Mitchell Stough
                                --------------------
                             Name:   Mitchell Stough
                             Title:  Director




                                       14