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


                                   Form 10-KSB

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934.

                  For the fiscal year ended December 31, 2000.
                                            -----------------

[ ] Transition  Report  Pursuant  to  Section  13 or 15(d) of the  Securities
    Exchange Act of 1934.

    For the transition period from __________ to __________.


                      Commission File Number:  000-29107
                                               ---------

                    Multinet International Corporation, Inc.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

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

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

                                 (702) 966-0600
                            -------------------------
                           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act: None.

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, $0.001
par  value  per  share,  25,000,000  shares  authorized,  4,431,000  issued  and
outstanding as of December 31, 2000.

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  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]

State issuer's revenues for its most recent fiscal year: $175,462.


                                      -1-
<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.

Currently,  there is no trading market for Multinet  International  Corporation,
Inc.'s stock.  The  Registrant has filed an application to be listed on the NASD
Over-The-Counter-Bulletin-Board (OTCBB), which is pending as of the date of this
report.

Transitional Small Business Disclosure Format (Check one):  Yes [ ] No [X]


                                    CONTENTS

                                                                          PAGE
PART I

    Item 1.  Description of Business......................................   3
    Item 2.  Description of Property......................................   8
    Item 3.  Legal Proceedings............................................   8
    Item 4.  Submission of Matters to a Vote of Security Holders..........   8

PART II

    Item 5.  Market for Common Equity and Related Stockholder Matters......  9
    Item 6.  Management's Discussion and Analysis or Plan of Operation..... 10
    Item 7.  Financial Statements.......................................... 11
    Item 8.  Changes in and Disagreements with Accountants on
                Accounting and Financial Disclosure........................ 23

PART III

    Item 9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the
                Exchange Act............................................... 24
    Item 10. Executive Compensation........................................ 26
    Item 11. Security Ownership of Certain Beneficial Owners and
                Management................................................. 27
    Item 12. Certain Relationships and Related Transactions................ 28
    Item 13. Exhibits and Reports on Form 8-K.............................. 28

SIGNATURES   .............................................................. 29

EXHIBIT 21.1 ..............................................................E-1

                                      -2-
<PAGE>

                                     PART I


Item 1.  DESCRIPTION OF BUSINESS.

         a.       Business Development

         Multinet   International   Corporation,   Inc.  (the   "Company")   was
incorporated  on May 16, 1996 with its purpose to create and operate any and all
legal business on the Internet. In addition,  the Company's management attempted
to expand into land acquisitions,  which proved to be unsuccessful at that time.
At that time, the Company was seeking to engage in a merger or acquisition  with
operating  business  entities in order to carry on its purpose of  operating  an
Internet business.

         On July 1, 2000,  Multinet  International  Corporation,  Inc.  acquired
Nikky  D.  Corporation  as a  wholly-owned  subsidiary.  Multinet  International
Corporation,  Inc.'s  management  decided  to  create  a  niche  in  the  online
management  business,  by  focusing  on the  management  of  automotive  service
stations and convenience stores. The Company's management services would provide
a centralized  management system,  including an online accounting and management
system.  Through  Nikky D.  Corporation,  which has a management  contract  with
Fernando's  Mobil Station located in Phoenix,  Arizona,  Multinet  International
Corporation, Inc. established its first client in the management business.

         b.       Business of Issuer

Principal Products or Services

         Multinet   International   Corporation,   Inc.,   strengthened  by  its
acquisition  of  Nikky  D.  Corporation  (the  "Subsidiary"),   a  wholly  owned
subsidiary,  provides  integrated  management  services for  automotive  service
stations,  dealerships,  and  convenience  stores.  The  combined  effort of the
Company's  experienced  Officers and the Subsidiary's  management team with over
twenty years of  experience  offers a  management  package  specializing  in the
start-up  and  managerial   organization  of  both  newly  and  fully  operating
convenience stores located in automotive service stations.

         The  integrated  management  package  provided by the Company  includes
consulting services for general accounting and management  matters.  The Company
intends  to  continue  and  improve  its  services  for  additional   management
contracts, and those clients acquired through its subsidiaries. These management
services consist of:

o hiring and training of  managerial  staff  ranging  from  general  managers to
  cashiers and attendants

o general site management  and employee  retention

o training employees to use computer equipment for full service station
  operations, including credit card and lottery sales transactions

o general accounting, including daily inventory, revenues, and payroll records,
  and maintenance of financial statements.

                                      -3-
<PAGE>

         The Company  provides these services  through its subsidiary,  Nikky D.
Corporation,  to Fernando's  Mobil Station  located in Phoenix,  Arizona.  This
management contract was a related party transaction.  At the time the management
contract was  negotiated  between Nikky D.  Corporation  and  Fernando's  Mobil
Station,  Jose F. Garcia and his sister Maria Victoria  Melgar each owned 50% of
Nikky D. Corporation and 50% of Fernando's Mobil Station. Currently, Fernando's
Mobil Station is the Company's sole customer, through Nikky D. Corporation. The
management  contract  between Nikky D.  Corporation,  the Company's wholly owned
subsidiary,  and Fernando's  Mobil Station is perpetual until such time as both
parties agree, in writing, to terminate such agreement.

         As the Company expands,  it intends to develop a central accounting and
management   system  known  as  "the  Multinet   Connection",   which   utilizes
state-of-the-art  technology  to  efficiently  organize and maintain the ongoing
management needs of a full-service station. The Multinet Connection will provide
management  and  accounting  services via the  Internet and  telecommunications,
offering a centralized organization of inventory,  accounting and sales records.
This Internet-based  system will offer a complete range of management  services,
at a cost  typically less than that for in-house site  management.  The Multinet
Connection will allow clients to enter information in an organized manner into a
centralized  Internet  system,  and will  inform the  Company of any  additional
consulting services required.

         The Company intends to expand its client base by acquiring
additional  management  service  contracts  with  automotive  service  stations,
dealerships,   and  convenience  stores,  primarily  targeting  newly  operating
stations in the Phoenix,  Arizona area. The Company  anticipates  great need for
its specialized  management services by these newly operating stations,  so that
they can concentrate on their core operations.  The Company also plans to expand
its client base and management team through strategic acquisitions,  in order to
continue developing and enhancing the scope of its managerial services.

         The Company is in a  competitive  business  with other  companies  that
provide management services. The Company intends to create a unique niche in the
management business,  by providing integrated accounting and management services
geared   specifically  for  automotive   service  stations,   dealerships,   and
convenience stores.

                                      -4-
<PAGE>

Risk Factors Related to Multinet International Corporation, Inc.

1.       We Have a Limited Operating History.

         Prior  to our  acquisition  of  Nikky D.  Corporation  (a  wholly-owned
subsidiary),  we had no  operations  while we were  seeking  strategic  business
acquisitions.  Currently,  our  operations  are based  solely on the  management
contract between Nikky D. Corporation and Fernando's Mobile Station,  located in
Phoenix,  Arizona. If this management agreement between Nikky D. Corporation and
Fernando's  Mobile Station ceases,  we will have no operations  until we acquire
additional   management   contracts  with  other  automotive  service  stations,
dealerships,  and/or convenience  stores.  There is no assurance that we will be
successful in obtaining  additional clients in the future.  Further,  we will be
subject to additional  risks,  including  undercapitalization,  cash  shortages,
limitations  with  respect  to  personnel,  technological,  financial  and other
resources and lack of a customer base and market recognition.

2.       We Need Additional Capital; Our Auditor Has Expressed a Going Concern
         Qualification.

         We do not  anticipate  the  receipt  of  significant  profits  until we
acquire  additional  management  contracts with more clients  and/or  additional
financing is obtained.  Our  independent  auditor has expressed this as a "going
concern" qualification in the Independent Auditors' Report on, and footnotes to,
our financial statements.

3.       We Currently Have Only One Customer and Limited Services.

         Currently,  our operations are based solely on the management  contract
between Nikky D. Corporation and Fernando's Mobile Station,  located in Phoenix,
Arizona.  We  have  no  arrangement,   agreement  or  understanding  to  provide
management  services for any other customer at the present time and we have only
limited services available currently.

         There can be no assurance that we will acquire the funding necessary to
fully  implement  our  business  plan.  We are  dependent  on the efforts of our
management  to obtain the funding  necessary in order to continue and expand our
operations on a competitive basis.

4.       We Are Dependent upon Management Whose Experience and/or Time
         Commitment Is Limited.

         We will be dependent upon our executive officers and directors,
who do not receive monetary compensation currently or in the foreseeable future.
The loss of the services of any of these individuals could be expected to have a
material adverse effect on us. Presently,  except for our executive officers and
directors,  Multinet International  Corporation,  Inc. has no personnel,  except
through its wholly-owned subsidiary, Nikky D. Corporation, which has 4 full-time
employees and 2 part-time  employees.  For the  foreseeable  future,  we have no
plans to employ any other  personnel  except a staff of research and development
software specialists.  Accordingly, until such time,  if ever,  as we are
successful  in  attracting  and employing capable personnel in all aspects of
the management  business,  we intend to rely upon the judgment and conclusions
of our current management.

                                      -5-
<PAGE>

5.       Our Management May Be Subject to Conflicts of Interest.

         Members of our management  team may become  associated in the future in
various  capacities  with  other  companies  involved  in a  range  of  business
activities.  Accordingly,  potential  continuing  conflicts  of interest  may be
inherent in their acting as our executive  officers and directors.  In addition,
our executive  officers,  directors and/or  controlling  shareholders are or may
become,  in  their  individual  capacities,   officers,  directors,  controlling
shareholders  and/or  partners  of  other  entities  engaged  in  a  variety  of
businesses that may in the future engage in various  transactions  with Multinet
International Corporation, Inc.

         Mr. Jose Fernando Garcia partly owns Fernando's Mobil Station, and is
the President/Director of Nikky D. Corporation.  His sister, Ms. Maria Victoria
Melgar, is Secretary/Director of Nikky D. Corporation and part-owner of
Fernando's Mobil Station as well.  Therefore, the management agreement between
Nikky D. Corporation and Fernando's Mobil Station is not at arm's-length, and
potential conflicts of interest may arise in the future.

6.       Our Business Plan to Expand to Online Management Is Speculative.

         The success of our business plan to expand our current management
services to online management, is dependent upon our ability to obtain customers
for our proposed superior, highly customized management services, and to deliver
the  services  on a  timely  and  cost-effective  basis.  We  expect  to  employ
contractors  on  a  part-time   basis  as  needed  to  implement  "the  Multinet
Connection".  We are  therefore  dependent  upon the  management  skills  of our
officers, directors and employees at this time.

7.       The Online Management Services Business Is Subject to Rapid
         Technological Change.

         The technology that we intend to use changes and advances quickly,  and
must be  tailored  to  changing  customer  requirements,  frequent  new  product
introductions and evolving industry standards.  As a result, our market position
could be eroded rapidly by advancements by competitors. Broad acceptance of such
proposed  services by customers will be critical to our future success,  as will
our ability to perform  services on a timely basis that meet  changing  customer
needs and respond to technological developments and emerging industry standards.
There can be no assurance  that we will not experience  difficulties  that could
delay or prevent the successful invention and delivery of our proposed expansion
of management  services to online  services.  Further,  new services  offered by
others  may  meet  the  requirements  of  the  marketplace  and  achieve  market
acceptance.

8.       We Will Be Subject to Intense Competition and at a Competitive
         Disadvantage.

         For the foreseeable future, we are expected to be an insignificant
participant  in the  management  services  business.  Nearly  all existing
companies providing  management  services are substantially  larger and
have more substantial operating histories and records of successful  operations,
greater financial resources,  technical expertise,  managerial  capabilities and
other resources,  more employees,  and more extensive facilities than we have or
will have in the foreseeable  future. We expect to face strong  competition from
such well-established companies and small independent companies like ourselves.

         Our target market will be the smaller companies. Accordingly, we expect
to compete on the basis of price (or the value to the  customer of the  services
performed)  and,  to a  lesser  extent,  on the  basis of our  reputation  among
customers  as a quality  provider of  management  services  and our  locality of
operation.  However,  our opportunity to obtain  customers may be limited by our
financial resources and other assets. Consequently,  we will be at a competitive
disadvantage  in  obtaining  the  facilities,  employees,  financing  and  other
resources  required  to  provide  the  superior,  highly  customized  management
services and solutions demanded by customers. We expect to be less able than our
larger  competitors to handle  generally  increasing costs and expenses of doing
business.   Additionally,   it  is  expected  that  there  may  be   significant
technological  advances  in the  future  and we may not have  adequate  creative
management and resources to enable us to take advantage of such advances.

                                      -6-
<PAGE>

9.       We Have No Marketing Organization and Our Marketing Capability Is
         Limited.

         Our  success  depends in large part upon our  ability to  identify  and
adequately  penetrate the markets for our  management  services.  As compared to
Multinet International Corporation,  Inc., which lacks the financial,  personnel
and  other  resources  required  to  compete  with its  larger,  better-financed
competitors,  virtually  all of our  competitors  have much  larger  budgets for
marketing, advertising and promotion.  We intend to rely upon the judgment and
conclusions  of our  management,  based solely upon their knowledge and prior
business experience, relative to our needs for  marketing  expertise,  until
such time,  if ever,  as we are  successful in attracting and employing capable
marketing and customer support personnel.

10.      We May Encounter Unforeseen Costs in the Management Services Business.

         Our  estimates of the cost of and time to be consumed in the  provision
of various services customarily provided by management service companies,  based
upon management's  knowledge and limited experience in the management  business,
may not be  accurate.  There can be no assurance  that the  provision of general
management services, including overall analysis of the customer's various needs,
recommendations for and/or implementation of improvements,  modifications,  cost
reductions,   and  consulting  and  specific  problem-solving,   will  not  cost
significantly more than expected or even prove to be prohibitive.

         Further, we are unable to predict the amount of time or funding
that will be  consumed in  management's  efforts to obtain the  additional  debt
and/or  equity  financing  required  in order to permit  Multinet  International
Corporation,  Inc. to offer a full range of management services.  Therefore,  we
may expend significant  unanticipated funds or significant funds may be expended
by us without the development of commercially  viable services.  There can be no
assurance  that cost overruns will not occur or that such cost overruns will not
adversely affect us.

Governmental Regulation

         At the  present  time,  the  Company's  management  is not aware of any
existing  or  probable   governmental   regulations,   including   environmental
regulations, which may have an effect on the Company's business.

Employees and Research and Development

         Number of Total and Full-Time Employees

         Currently, the Company has 10 employees,  which include those employees
of its wholly-owned subsidiary,  Nikky D. Corporation and officers and directors
of Multinet International Corporation,  Inc. Four of these employees of Nikky D.
Corporation are full-time employees.

         Research and Development

         We expect  to  employ  contractors  on a  part-time  basis as needed to
implement "the Multinet  Connection".  We are therefore currently dependent upon
the management skills of our officers, directors and employees.

                                      -7-
<PAGE>

Item 2.  DESCRIPTION OF PROPERTY.

         The Company does not own any property at the present time.

Item 3.  LEGAL PROCEEDINGS.

         The Company is not a party to any pending legal proceedings.

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

         No matter was submitted  during the fourth quarter of 2000 to a vote of
security holders through the solicitation of proxies or otherwise.

                                      -8-
<PAGE>

                                     PART II


Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         The Company's  common stock has been  registered in a Form 10-SB filing
with the Securities  and Exchange  Commission.  The Company  intends to meet the
fully-reporting  requirements  of the  Act  and  file  reports  in the  required
intervals.

         The  Company  has  filed  an  application  to be  listed  on  the  NASD
"Over-the-Counter"  Bulletin Board ("NASDOTCBB"),  which is pending. The Company
intends to register its  securities  under the  Securities  Act of 1933.  At the
present time, the Company's common stock is highly illiquid.

Recent Sales of Unregistered Securities

Purchaser           Per Share  Purchase Amount  Date of Purchase Shares
-----------------------------------------------------------------------

Donald C. Bradley     $1.00       $ 500 (1)         3/09/2000       500
Donald C. Bradley     $1.00       $5000 (1)         3/31/2000     5,000
Yolanda Ayala          (2)          (2)             7/20/2000    62,000
C. Blake Bradley       (2)          (2)             7/20/2000    58,000
Jeff Bradley           (2)          (2)             7/20/2000    61,000
Spencer Bradley        (2)          (2)             7/20/2000    62,000
Micky Cohen            (2)          (2)             7/20/2000    58,000
Laura Dentgher         (2)          (2)             7/20/2000    63,000
Fernando Garcia        (2)          (2)             7/20/2000    67,000
Jose F. Garcia         (2)          (2)             7/20/2000   300,000
Priscilla Garcia       (2)          (2)             7/20/2000    63,000
Vilma V. Garcia        (2)          (2)             7/20/2000    67,000
Shaun Hadley           (2)          (2)             7/20/2000    60,000
Alfonso Hernandez      (2)          (2)             7/20/2000    60,000
Alfonso Hernandez, Jr. (2)          (2)             7/20/2000    58,000
Bonnie Juarez          (2)          (2)             7/20/2000    58,000
Cynthia Kerkhoff       (2)          (2)             7/20/2000    68,000
Sonia Lenta            (2)          (2)             7/20/2000    57,000
Claudia Melgar         (2)          (2)             7/20/2000    62,000
Jorge Melgar           (2)          (2)             7/20/2000    61,000
Maria V. Melgar        (2)          (2)             7/20/2000   300,000
Carlos Mestanza        (2)          (2)             7/20/2000    60,000
Dean Mitchell          (2)          (2)             7/20/2000    54,000
Carlos Orellana        (2)          (2)             7/20/2000    58,000
Silvia Orellana        (2)          (2)             7/20/2000    64,000
Clement Surprenant     (2)          (2)             7/20/2000    57,000
Jennifer Surprenant    (2)          (2)             7/20/2000    62,000

(1)  These  sales  were made for  cash,  in  reliance  upon the  exemption  from
registration  offered by Section 4(2) of the Securities Act of 1933, as amended,
and are restricted by Rule 144 promulgated  under the Securities Act of 1933, as
amended, subject to certain limitations included in said Rule. In general, under
Rule 144, a person (or persons whose shares are aggregated), who has satisfied a
one-year  holding  period,  under  certain  circumstances,  may sell  within any
three-month  period a number of shares  that does not exceed the  greater of one
percent of the then  outstanding  Common Stock,  or the average  weekly  trading
volume during the four calendar weeks prior to such sale. Rule 144 also permits,
under certain circumstances,  the sale of shares without any quantity limitation
by a person who has satisfied a two-year  holding period and who is not, and has
not been for the preceding  three months.  All such sales were effected  without
the aid of  underwriters,  and no sales  commissions  were paid. An  appropriate
restrictive legend is imprinted upon each of the certificates  representing such
shares, in accordance with Rule 144.

(2)  These shares were issued by the Registrant  pursuant to the Acquisition
Agreement  dated July 1, 2000 between the Registrant  and Nikky D.  Corporation.
Pursuant to the  agreement,  each  former  shareholder  of Nikky D.  Corporation
exchanged  all of his  or  her  shares  for  shares  of  Multinet  International
Corporation, Inc., in a one-for-one stock exchange.

                                      -9-
<PAGE>

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS


NOTE REGARDING PROJECTIONS AND FORWARD-LOOKING STATEMENTS

This  statement  includes  projections  of future  results and  forward-looking
statements as that terms is defined in Section 27A of the Securities Act of 1933
as amended (the "Securities  Act"),  and Section 21E of the Securities  Exchange
Act of 1934, as amended (the "Exchange  Act").  All statements that are included
in this 10-KSB,  including  statements of historical  fact, are forward-looking
statements.  Although  Management  believes that the  expectations  reflected in
these forward-looking  statements are reasonable,  it can give no assurance that
such expectations will prove to have been correct. Important factors could cause
actual  results to differ  materially  from the  expectations  disclosed in this
statement,  including  without  limitation,  in  conjunction  with those forward
looking-statements contained in this statement.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999.

         REVENUES.   For  the  year  ended  December  31,  2000,  revenues  were
approximately  $175,500,  an increase of approximately  $42,000,  or 32%, versus
revenues of  approximately  $133,400 for the year ended  December 31, 1999.  The
increase in revenues  for the 2000  period was due  primarily to an increase of
management  consulting  services,  including service station management,  to the
Company's client, Fernando's Mobil Station, located in Phoenix, Arizona.

         OPERATING EXPENSES.  Operating  expenses,  as a percentage of revenues,
decreased  to 96% for the year ended  December  31, 2000 as compared to 103% for
the year ended  December 31,  1999.  This  decrease in  operating  expenses as a
percentage of revenues for the year ended  December 31, 2000 occurred  primarily
due to an increase in revenues  during the fourth quarter of 2000.  Salaries and
payroll taxes, as included in operating  expenses,  increased from approximately
$88,000 for the year ended December 31, 1999 to  approximately  $113,300 for the
year ended December 31, 2000.  This increase in operating expenses in 2000 was
due primarily to Nikky D. Corporation taking over payroll obligations for
Fernando's Mobil Station for the entire year of 2000 versus payroll obligations
for nine months in 1999.

         NET INCOME  (LOSS).  For the year ended  December 31, 2000,  net income
before  income  taxes  was  approximately  $7,700,  compared  to net  losses  of
approximately  $3,400  for the  year  ended  December  31,  1999.  This  was due
primarily to an increase in revenues during the fourth quarter of 2000.

LIQUIDITY AND CAPITAL RESOURCES

         The ability of the Company to satisfy its  obligations  depends in part
upon its ability to reach a profitable  level of operations,  securing short and
long-term financing to continue development of its management services,  and the
acquisition of additional  management  contracts and  subsidiaries.  There is no
assurance  that short and  long-term  financing  can be  obtained to fulfill the
Company's capital needs. Without the short or long-term  financing,  the Company
will  attempt to sell  additional  common  stock to meet its  current and future
capital  needs.  If the Company is not able to obtain  either short or long-term
funding,  additional  management  contracts,  or funding through the sale of its
common stock, the Company would be unlikely to continue its operations.

         An increase in the shortfall of cash increased from $3,722 for the
year ended 1999 to $18,505 for the year ended 2000.  This shortfall was due
primarily to a significant increase in accounts receivable from Fernando's
Mobil Station for management contract services.  This cash shortfall was offset
by loans from related parties and issuances of stock.

         Currently,  the Company's sole source of internal liquidity is from the
operations of its wholly-owned subsidiary Nikky D. Corporation,  which is partly
owned by a shareholder of the Company. External sources of liquidity may include
loans from the Company's  management as necessary.  At this time,  the Company's
management is unaware of any known trends, events or uncertainties that may have
a material impact on its short- or long-term liquidity, net sales or revenues or
income from  continuing  operations,  or any  seasonal  aspects  that may have a
material effect on its financial conditions or results of operations.

                                      -10-
<PAGE>

Item 7.  FINANCIAL STATEMENTS


                    MULTINET INTERNATIONAL CORPORATION, INC.

                          CONSOLIDATED FINANCIAL REPORT

                                December 31, 2000


                                    Contents



INDEPENDENT  AUDITOR'S  REPORT  ON THE
CONSOLIDATED  FINANCIAL STATEMENTS                                           12
--------------------------------------------------------------------------------

CONSOLIDATED FINANCIAL STATEMENTS

   Consolidated Balance Sheets                                               13

   Consolidated Statements of Income                                         14

   Consolidated Statements of Stockholders' Equity                           15

   Consolidated Statements of Cash Flows                                  16-17

   Notes to Consolidated Financial Statements                             18-22
--------------------------------------------------------------------------------


                                      -11-
<PAGE>


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


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


         I have audited the accompanying  consolidated balance sheet of Multinet
         International Corporation, Inc. as of December 31, 2000, 1999, and 1998
         and  the  related  consolidated  statements  of  income,  stockholders'
         equity,  and cash  flows  for the years  then  ended.  These  financial
         statements  are the  responsibility  of the  Company's  management.  My
         responsibility  is to express an opinion on these financial  statements
         based on my audit.

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

         In my opinion, the consolidated  financial statements referred to above
         present fairly,  in all material  respects,  the financial  position of
         Multinet International Corporation,  Inc. as of December 31, 2000, 1999
         and 1998 and the results of its operations and cash flows for the years
         then  ended,   in  conformity   with  generally   accepted   accounting
         principles.

         The accompanying  financial statements have been prepared assuming that
         the Company will continue as a going concern. As discussed in Note 5 to
         the financial  statements,  the Company has not been generating revenue
         and  has  suffered   recurring  losses  from  operations  which  raises
         substantial  doubt about its  ability to  continue as a going  concern.
         Management's  plans in regard to these  matters are also  described  in
         Note 5. The financial  statements do not include any  adjustments  that
         might result from the outcome of this uncertainty.


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

         February 5, 2001
         Henderson, Nevada



                                      -12-
<PAGE>


                    MULTINET INTERNATIONAL CORPORATION, INC.

                           CONSOLIDATED BALANCE SHEETS
                        December 31, 2000, 1999 and 1998
<TABLE>
<CAPTION>


                                                                                       2000             1999              1998
                                                                              -------------    -------------     -------------
          <S>                                                                 <C>              <C>               <C>
                                                             ASSETS
          CURRENT ASSETS
               Cash                                                           $         779    $       2,284     $       5,506
               Accounts receivable (Note 2)                                          43,053                0                 0
               Prepaid expenses                                                       1,159              159                 0
                                                                              -------------    -------------     -------------

                      Total current assets                                    $      44,991    $       2,443     $       5,506
                                                                              -------------    -------------     -------------

                                     Total assets                             $      44,991    $       2,443     $       5,506
                                                                              =============    =============     =============


                                                      LIABILITIES AND STOCKHOLDERS' EQUITY
          CURRENT LIABILITIES
               Outstanding checks in excess of bank balance                   $       5,793    $           0     $           0
               Accounts payable and accrued expenses                                 12,730              700               220
               Federal and state income taxes payable                                     0                0               676
               Due to related parties (Note 2)                                       11,500                0                 0
                                                                              -------------    -------------     -------------

                      Total current liabilities                               $      30,023    $         700     $         896
                                                                              -------------    -------------     -------------


          STOCKHOLDERS' EQUITY (NOTE 3)
               Common stock: $.001 par value;
                  authorized 25,000,000 shares;
                  issued and outstanding
                  4,425,000 shares at December 31, 1998;                      $                $                 $       4,425
                  4,425,500 shares at December 31, 1999;                                               4,426
                  4,432,000 shares at December 31, 2000                               4,431
               Additional paid in capital                                             5,994              499                 0
               Retained earnings (accumulated deficit)                                4,543           (3,182)              185
                                                                              -------------     -------------    -------------

                      Total stockholders' equity                              $      14,968    $       1,743     $       4,610
                                                                              -------------     -------------    -------------

                                     Total liabilities and
                                     stockholders' equity                     $       44,991   $       2,443     $       5,506
                                                                              ==============    =============    =============

</TABLE>

         See Accompanying Notes to Consolidated Financial Statements.


                                      -13-
<PAGE>


                    MULTINET INTERNATIONAL CORPORATION, INC.

                        CONSOLIDATED STATEMENTS OF INCOME
                  Years Ended December 31, 2000, 1999, and 1998
<TABLE>
<CAPTION>


                                                                                        2000              1999             1998
                                                                                ------------     -------------     ------------
       <S>                                                                      <C>              <C>               <C>

       Revenues (Notes 1 and 4)                                                 $    175,462     $     133,394     $     78,000

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

                  Gross profit                                                  $    175,462     $     133,394     $     78,000
                                                                                ------------     -------------     ------------
       Operating expenses
          Salaries and payroll taxes                                            $    113,305     $      88,083     $          0
          Management fees                                                             24,500            25,692           51,179
          Other operating expenses                                                    29,932            22,986           29,723
                                                                                ------------     -------------     ------------

             Operating expenses                                                 $    167,737     $     136,761     $     80,902
                                                                                ------------     -------------     ------------

                  Operating income (loss)                                       $      7,725     $      (3,367)    $     (2,902)

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

                  Net income (loss) before income taxes                         $      7,725     $      (3,367)    $     (2,902)
                                                                                ------------     --------------    -------------

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

                  Net income (loss)                                             $      7,725     $      (3,367)    $     (3,578)
                                                                                ============     ==============    =============

                  Net income (loss) per share (Note 3)                          $       0.00     $      (0.00)     $     (0.00)
                                                                                ============     =============     ============

                  Average number of shares
                  of common stock outstanding                                      4,430,057         4,425,000        4,267,808
                                                                                ============     =============     ============

</TABLE>

         See Accompanying Notes to Consolidated Financial Statements.


                                      -14-
<PAGE>


                    MULTINET INTERNATIONAL CORPORATION, INC.

                       STATEMENTS OF STOCKHOLDERS' EQUITY
                  Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>

                                                                         Common Stock and Capital            Retained Earnings
                                                                          In Excess of Par Value               Accumulated
                                                                       ----------------------------
                                                                            Shares        Amount                 (Deficit)
                                                                       ------------------------------------------------------
          <S>                                                          <C>              <C>                   <C>

          Balance at December 31, 1997                                     4,000,000    $       4,000         $       3,763

          Director Compensation                                              425,000              425

          Net (loss), December 31, 1998                                                                              (3,578)
                                                                       -------------    -------------         --------------

          Balance at December 31, 1998                                     4,425,000    $       4,425         $         185

          Sale of stock, December 16, 1999                                       500              500
          Net (loss), December 31, 1999                                                                              (3,367)
                                                                       -------------    -------------         --------------

          Balance at December 31, 1999                                     4,425,500    $       4,925         $      (3,182)

          Sale of stock, March 9, 2000                                           500              500

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

          Net income, December 31, 2000                                                                               7,725
                                                                       -------------    -------------         -------------

          Balance at December 31, 2000                                     4,431,000    $      10,425         $       4,543
                                                                       =============    =============         =============

</TABLE>


         See Accompanying Notes to Consolidated Financial Statements.


                                      -15-
<PAGE>


                    MULTINET INTERNATIONAL CORPORATION, INC.

                            STATEMENTS OF CASH FLOWS
                  Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>

                                                                                        2000              1999             1998
                                                                                ------------     -------------     ------------
         <S>                                                                    <C>              <C>               <C>
         Cash Flows From Operating Activities:
             Cash received from customers                                       $    132,409     $     133,394     $     78,000
             Cash paid to suppliers and vendors                                     (149,914)         (136,281)         (81,613)
             Income taxes paid                                                        (1,000)             (835)               0
                                                                                -------------    --------------    ------------

                  Net cash (used in) operating
                     activities                                                 $    (18,505)    $      (3,722)    $     (3,613)
                                                                                -------------    --------------    -------------

         Cash Flows From Investing Activities:
             Net advances from related parties                                  $      11,500    $           0     $          0
             Proceeds from issuance of common stock                                    5,500               500                0
                                                                                ------------     -------------     ------------

                  Net cash provided by investing
                     activities                                                 $     17,000     $         500     $          0
                                                                                -------------    -------------     ------------

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

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

                  Net (decrease) in cash and cash equivalents                   $     (1,505)    $     (3,222)     $     (3,613)

         Cash and cash equivalents at beginning of year                                2,284             5,506            9,119
                                                                                ------------     -------------     ------------
          Cash and cash equivalents at end of year                              $        779     $       2,284     $      5,506
                                                                                ============     =============     ============
</TABLE>


         See Accompanying Notes to Consolidated Financial Statements.



                                      -16-
<PAGE>


                    MULTINET INTERNATIONAL CORPORATION, INC.

                            STATEMENTS OF CASH FLOWS
                  Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>

                                                                                        2000              1999             1998
                                                                                ------------     -------------     ------------
         <S>                                                                    <C>              <C>               <C>
         Reconciliation of net income (loss) to net
             cash (used in) operating activities

         Net income (loss)                                                      $      7,725     $      (3,367)    $     (3,578)
         Adjustments to reconcile net income (loss)
             to cash (used in) operating activities:
             Director stock compensation                                                   0                 0              425
             Change in assets and liabilities
               (Increase) in accounts receivable                                     (43,053)                0                0
               (Increase) decrease in prepaid expenses                                (1,000)             (159)               0
               Increase (decrease) in accounts payable                                17,823              (196)            (460)
                                                                                ------------     --------------    -------------

                  Net cash (used in) operating activities                       $    (18,505)    $      (3,722)    $     (3,613)
                                                                                =============    ==============    =============



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

</TABLE>


         See Accompanying Notes to Consolidated Financial Statements.



                                      -17-
<PAGE>

                    MULTINET INTERNATIONAL CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2000, 1999 and 1998


Note 1.  Nature of Business and Significant Accounting Policies

         Nature of Business:
         ------------------
         Multinet International Corporation,  Inc. ("Company") was organized May
         17, 1996 under the laws of the State of Nevada.  The Company was formed
         to provide  experienced  management  to  companies  through  management
         contracts or through merger or acquisition.  Currently,  it manages one
         convenience  store  in  the  Phoenix,  Arizona  area  through  Nikky  D
         Corporation, a wholly owned subsidiary.

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

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

         Principles of Consolidation
         ---------------------------
         The  consolidated  financial  statements  include  the  accounts of the
         Company  and  Nikky D  Corporation,  a  wholly  owned  subsidiary.  All
         significant   intercompany   accounts   and   transactions   have  been
         eliminated.

         Business Combination
         --------------------
         Business  combinations,   which  have  been  accounted  for  under  the
         pooling-of-interests   method  of   accounting,   combine  the  assets,
         liabilities, and stockholders' equity of the acquired entities with the
         respective accounts of the Company.  Prior period financial  statements
         have been restated to give effect to the acquisition (see Note 3).

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



                                      -18-
<PAGE>

                    MULTINET INTERNATIONAL CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2000, 1999, and 1998


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

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

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

         Revenue Recognition
         -------------------
         The  Company  reports  income  and  expenses  on the  accrual  basis of
         accounting,  whereby  income is recorded when it is earned and expenses
         recorded when they are incurred.

         Note 2.  Related Party Transactions

         Revenues and Accounts Receivable
         --------------------------------
         Revenues are derived from a management  agreement with Fernando's Mobil
         Station,  a related party through  common  ownership.  Revenues for the
         years ended December 31, 2000,  1999, and 1998 are $175,462,  $133,394,
         and $78,000  respectively.  Accounts receivable related from Fernando's
         Mobil  for the  years  ended  December  31,  2000,  1999,  and 1998 are
         $43,053, $0, and $0,  respectively.  The  owners of  Fernando's  Mobil
         Station have guaranteed the balance due to the Company.

         Management Fees and Accounts Payable
         ------------------------------------
         Nikky D  Corporation  has  management  agreements  with the  owners  of
         Fernando's Mobil Station,  who are also minority owners of the Company.
         Management  fees to related  parties for the years ended  December  31,
         2000, 1999, and 1998 are $24,500,  $25,692, and $51,179,  respectively.
         Management  fees  included  in  accounts  payable  for the years  ended
         December 31, 2000, 1999, and 1998 are $6,000, $0, and $0, respectively.



                                      -19-
<PAGE>


                    MULTINET INTERNATIONAL CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2000, 1999, and 1998


Note 2.  Related Party Transactions (continued)

         Due to Related Parties
         ----------------------
         Companies  affiliated  through  partial common  ownership or management
         have advanced  funds for the ongoing  operations of the company.  These
         advances are anticipated to be repaid through current operations of the
         company.

         These advances as of December 31, 2000 are as follows:

                  Shogun Investment Group                 7,500
                  Southern States Land Development        2,000
                  Union Connection, Inc.                  1,000
                  High Desert Land, Inc.                  1,000
                                                       ----------
                                                       $ 11,500
                                                       ==========
Note 3.  Stockholders' Equity

         Common Stock


         The  authorized  common  stock of the Company  consists  of  25,000,000
         shares  with par value of $0.001.  On August 15,  1999,  the  Company's
         shareholders  approved a thousand  for one stock split of the  existing
         shares.  On July 1, 2000, the Company  authorized and issued  2,000,000
         shares of restricted  stock to acquire Nikky D Corporation.  Prior year
         information  has been  restated  to reflect the stock  split.  At the
         acquisition  date, a common  stockholder  owned 3.5% of the Company and
         15% of Nikky D. Corporation.  After the  acquisition,  the  stockholder
         owned 8.7% of the Company.

         The Company has not authorized any preferred stock.

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

         Basic net loss per common share is based on the weighted average number
         of  shares  of common  stock  outstanding  of  4,430,057  during  2000;
         4,425,000  during 1999,  and 4,268,000  during 1998. As of December 31,
         2000 and  December  31,  1999,  and 1998,  the  Company had no dilutive
         potential common shares.


                                      -20-
<PAGE>

                    MULTINET INTERNATIONAL CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2000, 1999, and 1998


Note 3.  Stockholders' Equity (continued)

         Return of Stock
         ---------------
         Stock purchased by a related party on July 28, 2000 was returned to the
         Company in exchange for a loan.  This was in compliance  with the terms
         of the stock purchase agreement.

Note 4.  Acquisitions
         ------------
         On July 1, 2000,  the  Company  completed  its  acquisition  of Nikky D
         Corporation  ("Nikky  D"),  in which  Nikky D  became  a  wholly  owned
         subsidiary of the Company.  The Company  exchanged  2,000,000 shares of
         common stock for all the outstanding shares of Nikky D. The acquisition
         was a recorded using the pooling method of accounting and  accordingly,
         the accompanying  financial statements and footnotes have been restated
         to include the operations of Nikky D for all periods  ended.  Nikky D's
         revenues  for the six  months  ended  June  30,  2000  (date  prior  to
         acquisition)  and years ended  December 31, 1999 and 1998 were $75,762,
         $133,394,  and  $78,000,  respectively.  Nikky D's net loss for the six
         months  ended June 30, 2000 and years ended  December 31, 1999 and 1998
         were $(371), $(1,384), and $(2,948), respectively.

Note 5.  Going Concern

         The Company's  financial  statements  are prepared in  accordance  with
         generally accepted accounting principles applicable to a going concern.
         This  contemplates  the  realization  of assets and the  liquidation of
         liabilities in the normal course of business.

         On July 1, 2000,  the Company  acquired  Nikky D  Corporation.  Nikky D
         Corporation,  through  a  management  contract  with  Fernando's  Mobil
         station,  a Company affiliated through common ownership and management,
         manages a convenience  store in the Phoenix,  Arizona area. The two 50%
         partners of Fernando's  Mobil Station own 15.46% of the common stock of
         the Company.  Revenues are provided for by a management  agreement with
         the convenience store.

         The business plan  contemplates  equity funding or financing to acquire
         other  business or  operating  enterprises.  The Company  also seeks to
         acquire additional  management  agreements to manage convenience stores
         in the Phoenix, Arizona region.

         As of December 31, 2000,  the Company's cash flow was not sufficient to
         cover expenses of the Company. Shortfalls have been covered by advances
         from parties  related by common  ownership or  management.  Without the
         realization  of  increased   revenues  or  additional  capital  through
         financing or sale of  securities,  it would be unlikely for the Company
         to continue as a going concern.



                                      -21-
<PAGE>

                    MULTINET INTERNATIONAL CORPORATION, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        December 31, 2000, 1999, and 1998


Note 6.  Subsequent Event

         Subsequent to year-end, it was discovered that the corporate charter of
         Nikky  D. Corporation  was  involuntarily  dissolved  by the  State  of
         Arizona.   Nikky  D.  Corporation,   upon   approval  of  its  original
         shareholders,   has  reincorporated  as  a  Delaware  Corporation.  The
         business  operations of Nikky D. Corporation  were not affected by this
         reorganization.


                                      -22-
<PAGE>

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

         On July 6, 2000, Kurt Saliger, C.P.A. (the "former accountant") who was
previously  engaged  as the  principal  accountant  to  audit  the  Registrant's
financial   statements,   resigned  as   principal   accountant   for   Multinet
International  Corporation,  Inc.  (the  "Registrant").  The  decision to change
accountants was approved by the board of directors on July 6, 2000.

         The former accountant's report on the financial statements for the past
two  years  and any  interim  period  (including  any  time  period  before  his
resignation),  did not contain any adverse  opinions or  disclaimers of opinion,
nor were they modified regarding audit scope or accounting  principles.  Neither
were there any disagreements,  resolved or unresolved, or reportable events with
the former  accountant  on any matter of  accounting  principles  or  practices,
financial statement disclosure, or auditing scope or procedure.

         On July 6, 2000, Kyle L. Tingle, C.P.A., located in Henderson,  Nevada,
was engaged as the  principal  accountant  to audit the  Registrant's  financial
statements.

         The  Registrant has provided the former  accountant  with a copy of the
disclosures regarding this change in accountants filed with the Commission.  The
Registrant has requested the former  accountant to furnish a letter addressed to
the  Commission  stating  whether  he  agrees  with the  statements  made by the
Registrant  and, if not,  stating the respects in which he does not agree.  This
letter by the former accountant has been attached as an exhibit to this filing.


                                      -23-
<PAGE>

                                    PART III


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

Executive Officers and Directors

         Our executive officers and directors are as follows:

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

Glen Brow                  36          President, Director
                                       Multinet International Corporation, Inc.

Sherri Kresser             37          Secretary, Director
                                       Multinet International Corporation, Inc.

Traci Brow                 34          Treasurer, Director
                                       Multinet International Corporation, Inc.

Jose Fernando Garcia*      55          President, Director
                                       Nikky D. Corporation

Maria Victoria Melgar*     58          Secretary, Director
                                       Nikky D. Corporation

* Executive  officer of subsidiary,  Nikky D.  Corporation,  who performs policy
making functions for the registrant,  Multinet International  Corporation,  Inc.
may be considered an "executive  officer" of the registrant,  as defined in Rule
3b-7 of the Exchange Act.

General

         Our directors are elected to hold office until the next annual  meeting
of  shareholders  and until their  respective  successors  have been elected and
qualified, or until his prior resignation or removal. Our executive officers are
elected by the Board of Directors and hold office until  resignation  or removal
by the Board of Directors.

Family Relationships

         Mr. Glen Brow and Ms. Traci Brow are husband and wife.  Mr. Jose
Fernando Garcia and Ms. Maria Victoria Melgar are brother and sister.
There is no family relationship between Ms. Sherri Kresser and the other
officers and directors.

                                      -24-
<PAGE>

Business Experience

Glen Brow           President/Director
                    Multinet International Corporation, Inc.

     In 1990,  Mr.  Brow  graduated  from  Eastern  Michigan  University  with a
Bachelor of Science degree in Industrial  Distribution Technology and a minor in
Marketing.  Mr. Brow was employed by Grainger Inc.  where he increased  sales by
50%,  educated a staff on 80,000  current  and new  products,  and  trained  and
supervised a team consisting of eight members.  After leaving  Grainger in 1995,
Mr. Brow worked for Polo Towers where he was responsible for vacation  ownership
sales.  He achieved the Top Performers  Club in 1996 and 1997. In 1998, Mr. Brow
was engaged by  Consolidated  Realty Inc. to lead its vacation  ownership  sales
department  and was awarded  Chairman's  Club Award for  outstanding  sales with
Interval  International.  Mr. Brow currently is employed by Fairfield Inc. where
he demonstrates vacation ownership plans, enabling clients to travel worldwide.

Sherri Kresser      Secretary/Director
                    Multinet International Corporation, Inc.

     Ms. Kresser  graduated in March of 1990 with perfect marks attaining 4.0 at
graduation.  Ms.  Kresser  was  employed  as a medical  assistant  for Dr.  Carl
Woolsey, Jr. and Associates. Ms. Kresser performed multi-tasking, such as taking
patient histories,  vital signs, and charting of relevant information.  She also
assisted with patient exams and office surgical procedures, maintained scheduled
tests ordered by physicians,  assisted in ultrasound procedures, and handled all
in-coming phone calls from patients.  After being employed for seven years,  Ms.
Kresser  decided to start her own daycare  center.  As of 1998,  Ms. Kresser has
taken a position as the regional distributor of the Heartwick Candle Company for
the West Coast.

Traci Brow          Treasurer/Director
                    Multinet International Corporation, Inc.

     Ms. Brow began her formal  education at Oakland  Community  College in 1984
with general  education  courses.  Ms. Brow  continued  her education at Eastern
Michigan University where she studied Liberal Arts from 1986-1990.  In 1991, Ms.
Brow was employed by Associated Pathology  Laboratories as a main dispatcher for
the  company.  Ms.  Brow is  responsible  for  coordinating  drivers  throughout
Southern Nevada to pick up and deliver specimen and test results.  Ms. Brow also
sets up client  accounts,  handles  special client needs,  and performs  various
office management duties.

Jose Fernando Garcia    President, Secretary/Director
                        Nikky D. Corporation

         Mr. Garcia  received a Bachelor of Science degree in 1962 from The Joan
of Arc School in  Guatemala  City,  Guatemala.  Mr.  Garcia  then  attended  the
University  of San Carlos  Law School in  Guatemala  City and Los  Angeles  City
College in 1965. From 1997 to the present time, Mr. Garcia has been developing a
bar/restaurant  in the Los Angeles area.  Since 1992, he has owned and managed a
Mobil Oil Corporation convenience store and service station (he also managed and
owned another store from  1985-1989).  From 1993 to 1997, Mr. Garcia served as a
mortgage  broker  at  Desert  Professional   Services  in  Las  Vegas,   Nevada.
Responsibilities   included  bringing   investors  and  borrowers  to  work  out
transactions,  drawing  mortgages,  and supervising loan officers.  In 1984, Mr.
Garcia  served as a member of the Board of Directors  for Roll Freight  Systems.
From  1969 to 1970,  he was  owner and  manager  of a chain of three  automobile
repair and service stations.  From 1965 to 1969, he served as Department Manager
for Rheem Manufacturing Company. There he was responsible for keeping production
machinery  in  repair,  interpreting  statistics  on  raw  materials  and  final
products,  supervising  and  training  personnel,  reviewing,   evaluating,  and
maintaining  production  flow,  keeping records of labor,  and analyzing data on
constant market conditions.

                                      -25-
<PAGE>

Maria Victoria Melgar     Treasurer/Director
                          Nikky D. Corporation

         Mrs. Maria Melgar  graduated with a BA and major in English as a second
language at the Guatemalan Institute.  She has resided in the U.S.A. since 1971.
She is presently  single and has ownership  interest with her brother's  service
station in Phoenix. Maria is currently working for Fernando's Mobile in Sun City
West,  Arizona and has been since 1991. She serves as general manager and owner.
She has developed this small business into being one of the top 100 producers in
the Phoenix area. In 1994, she also helped create the Nikky D. Corporation.  She
serves as secretary and director.  She has developed a program that, for a small
fee, helps hire, train, and handle personnel for service  stations,  convenience
stores, and car washes. It also takes care of payroll. The owners then have time
to  develop  their  business  without  the  worries  of  maintaining  employees'
training.  In previous years she has gained  experience in sales,  financing and
collecting  working  for Pan  American  Home  Products  and Ammos  and  Anderson
Products.

Item 10. EXECUTIVE COMPENSATION.

         The following table sets forth information  concerning the compensation
of the executive officers of Multinet  International  Corporation,  Inc. for the
fiscal year ended December 31, 1998:

                                  Annual
Name/Title              Year      Salary        Bonus      Common Stock
-----------------------------------------------------------------------
Glen Brow,              1998       -0-           -0-         125,000
President/Director
Traci Brow,             1998       -0-           -0-         125,000
Treasurer/Director
Sherri Kresser          1998       -0-           -0-         175,000
-----------------------------------------------------------------------

         None  of  the  officers  or  directors  of  the   Registrant   received
compensation  for their services during the fiscal years ended December 31, 1999
or 2000.

                                      -26-
<PAGE>

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The  following  table sets forth information  as of the  end of 2000,
concerning  beneficial  ownership  of the  Company's  Common  Stock  by (i) each
director,  (ii) each executive officer,  (iii) the directors and officers of the
Company  as a  group,  (iv)  and  each  person  known  by  the  Company  to  own
beneficially more than five percent (5%) of the Common Stock.


Title      Name & Address                     Amount of        Percent
of         of Beneficial                      shares           of
Class      Owner of Shares       Position     held by Owner    Class
------     ---------------       --------     -------------    -------

Common     Glen Brow             President/    125,000           2.8%
           605 Largo Azul         Director
           Henderson, NV 89015

Common     Sherri Kresser        Secretary/    175,000           3.9%
           1440 Bronco Dr.        Director
           Boulder City, NV 89015

Common     Traci Brow            Treasurer/    125,000           2.8%
           605 Largo Azul         Director
           Henderson, NV 89015

Common     Jose Fernando Garcia  President,    385,000           8.7%
           3655 Campbell Road     Secretary/
           Las Vegas, NV 89129    Director of
                                  Nikky D. Corp.

Common     Maria Victoria Melgar Treasurer/    300,000           6.8%
           13951 Meeker Rd.       Director of
           Sun City West, AZ      Nikky D. Corp.
           85375

Common     All Executive Officers
            and Directors
            as a Group (5 people)            1,110,000          25.1%


         As of December 31,  2000,  there were 63 stockholders of record and 2
beneficial owners of the Company's Common Stock.

                                      -27-
<PAGE>

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         On July 1, 2000, the Company  acquired Nikky D.  Corporation as a
wholly-owned subsidiary.  Nikky D. Corporation manages Fernando's Mobil Station
in the Phoenix,  Arizona area under a  management  contract.  Currently,  the
two 50% partners of  Fernando's  Mobil Station combined own 15.46% of the common
stock of the Company.

Item 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)      Exhibits and Index of Exhibits.

Exhibit
Number            Description
--------------------------------------------------------------------------------

2.1               Plan of Acquisition (Incorporated by reference from
                    Exhibit 2.1 of Form 8-K filed July 21, 2000).

3.1               Articles of Incorporation of Multinet International
                     Corporation, Inc. (Incorporated  by  reference  from
                     Exhibit 3.1 of Form 8-K filed October 27, 2000).

3.2               Bylaws of Multinet International Corporation, Inc.
                    (Incorporated by reference from Exhibit 3.2 of Form 8-K
                     filed July 21, 2000).

3.3               Articles  of  Incorporation  of Nikky D.  Corporation
                    (Incorporated  by reference  from Exhibit 3.3 of Form 8-K
                     filed July 21, 2000).

3.4               Bylaws of Nikky D. Corporation (Incorporated by reference
                     from Exhibit 3.4 of Form 8-K filed July 21, 2000).

16.1              Letter on Change in Certifying Accountant
                    (Incorporated by reference from Exhibit 16.1 of Form 8-K/A
                     filed November 17, 2000).

21.1              Subsidiaries of the Registrant.

27.1              Nikky D. Management Agreement (Incorporated by reference from
                     Exhibit 27.1 of Form 8-K filed July 21, 2000).

(b)      Reports on Form 8-K.

         The Company  filed a report on Form 8-K on October  27, 2000  regarding
expansion of the Company's business.

         The Company  filed a report on Form 8-K/A on November 17, 2000 to amend
its report on a change in certifying accountants filed on July 21, 2000.


                                      -28-
<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.

                    Multinet International Corporation, Inc.
                    ----------------------------------------
                                  (Registrant)


Date:  March 30, 2001                /s/ GLEN BROW
                                         -----------------
                                         GLEN BROW
                                         PRESIDENT


Date:  March 30, 2001                /s/ SHERRI KRESSER
                                         -----------------
                                         SHERRI KRESSER
                                         SECRETARY


Date:  March 30, 2001                /s/ TRACI BROW
                                         -----------------
                                         TRACI BROW
                                         TREASURER




                                      -29-
<PAGE>

EXHIBIT 21.1

         The sole subsidiary of the Registrant is Nikky D. Corporation, a
corporation organized in Arizona.  Nikky D. Corporation is a wholly-owned
subsidiary of the Registrant, and does business solely under the name of
Nikky D. Corporation.

                                      E-1