SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1943

For the transition period from _________ to _________

                         Commission file number: 0-09358

                            SHOWINTEL NETWORKS, 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.)

554 Greentree Cove, Suite 102. Collierville, TN                      38017
   (Address of principal executive offices)                        (Zip Code)

Issuer's telephone number: (901)-854-3574

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

     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 not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ]

     State issuer's revenues for its most recent fiscal year. $0.00
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     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:  30,181,001  total of free trading and
restricted  shares at a close  price of $.09 per share on May 23,  2003,  equals
$2,716,290 market valuation.

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the last practicable date: 30,181,001 common shares as of
May 23, 2003.

This form 10KSB contains forward-looking statements within the meaning of the
federal securities laws. These forward-looking statements are necessarily based
on certain assumptions and are subject to significant risks and uncertainties.
These forward-looking statements are based on management's expectations as of
the date hereof, and the Company does not undertake any responsibility to update
any of these statements in the future. Actual future performance and results
could differ from that contained in or suggested by these forward-looking
statements as a result of factors set forth in this Form 10KSB (including those
sections hereof incorporated by reference from other filings with the Securities
and Exchange Commission), in particular as set forth in "Business Risks" under
Item 1 and set forth in the "Management's Discussion and Analysis" under Item 6.

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ITEM 1. DESCRIPTION OF BUSINESS

Showintel Networks, Inc. was incorporated on May 17, 1996, in the State of
Nevada as Multinet International Corporation. On September 26, 2001, the Company
consummated an agreement to acquire all of the then outstanding capital stock of
Showintel Networks, Inc., a Nevada corporation, in exchange for 18,000,000
shares of Multinet's common stock ("Showintel Transaction"). Prior to the
Showintel Transaction, Multinet was a non-operating public company with no
operations or assets and 2,431,000 shares of common stock issued and
outstanding. Showintel Networks, Inc. was a privately held company with assets
being used for the development of video-streaming technology. Prior to the
Showintel Transaction, Multinet spun out of the company Nikki D Corporation, a
wholly owned subsidiary, and on September 2, 2001, the Company divested itself
of Nikky D. Corporation. Showintel Networks became a whole owned subsidiary as
of the date of closing. The existing officers and directors of the company
appointed David V. Lott as a director of the company and resigned effective the
closing of the transaction. On September 1, 2002, the Company purchased al
outstanding capital of Uniguest of Tennessee, Inc., a Tennessee corporation, in
consideration for 500,000 shares of the Company's common stock. Uniguest
installs and operates public internet access terminals primarkily in hotels
throughout the country. On October 3, 2002, the company amended its articles of
incorporation to change its name to Showintel Networks, Inc.

BUSINESS OVERVIEW OF SHOWINTEL NETWORKS, INC.

Founded in February 2000 and Incorporated in April 2001, Showintel Networks,
Inc. ("Showintel") is a Nevada-domiciled, Tennessee-based publicly traded
company (SWNW.OB) that has developed a proprietary digital out-of-home media
network. The network is centrally managed and is applicable over the growing
digital signage industry in any location where a message needs real time
display. The current core focus for Showintel is the theater industry.

Showintel has developed a proprietary system to distribute advertisement and
movie trailers via broadband connection for viewing in movie theater lobbies.
The Content Management System ("CMS") developed by Showintel facilitates
advertising and trailer content to be transmitted in digital files, replacing
the soon-to-be antiquated utilization of photographic slides and/or VCR tape.
The primary focus of deployment for Showintel's technology is within movie
theaters. In addition to other display methodology, Showintel has developed
interactive public access terminal (PAT) kiosks that create complementary
opportunities for product impressions and/or sales while collecting demographic
information that can be resold to the advertisers and other interested buyers.
Showintel has two types of clients, the theater venue or "location partner," and
the advertiser who wishes to reach the patrons that visit the location partner's
venues.

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The Company has current or pending installations of its technology in over forty
theater locations across the country, with ongoing negotiations to secure an
additional 800 facilities. Further, Showintel has executed co-marketing
agreements with strategic partners that augment its own sales and marketing team
and that enables the company to simultaneously penetrate additional theaters.

Showintel plans to generate revenues for the installation of its location
partner and by selling and marketing the advertisement that is displayed on its
network. The advertising is presented on multiple flat-panel, plasma screens
installed by the company in theater lobbies. The flat-panel displays are
typically located above the concession stands and the exits to the theater
lobbies. These are considered to be the ideal locations to attract the attention
of theater patrons who are entering and leaving the movie theater.

MARKET FOR SHOWINTEL NETWORKS, INC.  AND INDUSTRY CONDITIONS

According to the Motion Picture Association, in 2002 the theater market
encompassed 6,050 separate locations in the United States with 487 separate
owners. There were 35,280 screens in these locations, only 124 of which were
equipped with digital projection. Over $15 billion dollars was spent in 2002 on
advertising in the theater with most of the revenue generated from on-screen ad
placement. The lobby presentation of advertising is in its infancy with less
than $50 million in total revenue in 2002..

Regal Entertainment is the largest owner of theaters with a site count of
approximately 900. In 2002, Regal announced an initiative to create a digital
network for the presentation of video content in all of their theaters including
the lobbies. In November of 2002, Regal announced that the demand for lobby
advertising spots was so large that they had sold all available space for the
first quarters of 2003. A recent article in the New York Times stated that Regal
Entertainment is expected to generate over $90M is advertising sales in 2003

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Showintel has developed a proprietary system to digitally distribute
advertisement and movie trailers via broadband connection for viewing in movie
theater lobbies. The Content Management System ("CMS") developed by Showintel
facilitates advertising and trailer content to be transmitted in digital files,
thus replacing the soon-to-be antiquated methodology of photographic slides
and/or VCR tape.

The primary focus of deployment for Showintel's technology is within movie
theaters. Advertising and movie trailers are delivered via broadband to on-site
servers and, where appropriate, Showintel will install interactive public access
terminal (PAT) kiosks that create additional opportunity for product impressions
and/or sales while collecting demographic information that can be resold to the
advertisers and other interested buyers. Showintel therefore has two types of
clients; the theater venue or "location partner," and the advertiser who wishes
to reach the patrons that visit the location partner's venues.

The Showintel network replaces the old loop technology that uses VCR tapes and
DVD's running in continuous loops. Traditionally, content providers such as
producers and advertisers must present their materials to a production house
30-60 days in advance of a showing. The content must be incorporated into a
playlist showing all the subject matter to be displayed during a specific time
frame. Once the playlist is completed and the master file edited, the master is
sent to a production house to be reproduced into VHS or DVD format and then sent
out to the various businesses to be played on the house VCR or DVD player. The
ability to replace this VCR loop tape system has made Showintel an attractive
partner to strategic alliance partners Channel M and Cinema Media Networks.

Showintel's CMS technology dramatically streamlines this process. Content for
presentation on the network may be emailed or sent in hard format such as tape
or disk. Within minutes of receipt, the content is placed in the master files of
the locations where the provider has contracted his subject matter to be viewed.
The provider does not have to produce content in advance, is not concerned about
reproduction issues, and can change his message at will. Showintel estimates its
system can save advertisers over 20% on the cost of production, and through its
ability to quickly change and update the advertising, create a more effective
means of reaching consumers.

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Showintel is developing its own exclusive movie patron database management,
Internet commerce, and Smart Card applications. Utilizing these applications in
theater lobbies, Showintel will generate advertising revenue and consumer
transactions through its pioneering public access terminal (PAT) kiosks. In idle
mode the PAT will display advertising and other video content that is
simultaneously showing on the lobby displays. Once activated by touch-screen,
patrons can select additional promotional material from advertisers on the PAT
and print out coupons or other promotional benefits. Stationed in high-traffic
locations within theater lobbies and nearby concession areas, Showintel PAT's
will have dual 50", flat-panel, gas plasma video screens specifically designed
to deliver communication to the theater lobby patrons.

The PAT system is more than a way to deliver video and audio advertisements in
real time; Showintel's stay-and play PAT stations are controlled "walled garden"
environments specifically programmed for a variety of customer relations
enhancing activities such as:

     o    Voluntary electronic registration for theater membership program to
          win discounts for future movie attendance. Consumers are provided a
          theater branded card that is individually numbered. Building this
          database will allow for future customer profiling, data mining and
          open-up new targeted advertising and promotional opportunities for
          Showintel's advertising partners.
     o    Loyalty rewards programs for theater patrons who order products and
          participate in ongoing promotions via the PAT's to earn additional
          discount points geared to the size of the order.
     o    Immediate on-premise printing of consumer coupons with a time
          sensitive call-to-action.
     o    Ability to support ads with network-wide product sampling in multiple
          markets.
     o    Easy access to web-based e-mail such as Hotmail, AOL, MSN and Yahoo
          Mail.

Both the CMS display screens and PAT displays are connected to the Showintel
network operations center via various broadband capabilities. Content is
downloaded to the CMS displays and PAT's and shown according to a playlist
schedule. The playlist schedule, and its corresponding content, may be modified
at any time. The network center is in total control at all times of the content
being shown at each location.

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Showintel has developed its own state of the art Content Management System
("CMS"). The CMS system allows Showintel to upload and remotely manage
customized content to individual theaters. The Showintel CMS system contains
multiple security features to prevent tampering with the content in the
individual theaters. The CMS system also contains its own custom media player
that will automatically update the software to ensure its ability to display the
most up to date video files.

Showintel's Network Operations Center is designed to remotely monitor and manage
thousands of networked CMS and PAT display devices distributed anywhere in the
world using the Internet and private networks.

The Network Operations Center will provide:

     o    Real-Time Monitoring and Usage Tracking of CMS and PAT display
          appliances.
     o    Monitoring of Broadband LAN and/or WAN Network Routers and Servers.
     o    Help Desk/Call Center Services.
     o    Application Service Provider Services.
     o    Financial Transaction Processing.
     o    Web and Application Hosting.
     o    Secure Digital Content Distribution and Management.
     o    Network Troubleshooting and Remote Maintenance.
     o    Field Service Dispatch and Management.
     o    Real-Time Monitoring and Usage Tracking.

The Showintel CMS system is a set of network operation functions designed to
communicate the operability and usage of any remote CMS or PAT display system to
the Network Operations Center.

Each CMS or PAT display system is configured with a proprietary network
monitoring software module. Operational monitoring at the network operations
center provides the following real-time tracking functions: o Heartbeat Status
of Each System in the Network.

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     o    Current Status of Peripherals (Printers, Card Readers, Cash Accepter,
          Camera, etc.).
     o    Peripheral Activity Log (Printouts, Card Swipes, Coupons Printed,
          etc.).
     o    Usage tracking by data and time of day:
          o    Hits on Information Pages.
          o    Number of Financial Transactions.
          o    Number of Internet Sessions.
          o    Gift Cards Purchased.
          o    Customer Surveys Completed.
          o    Advertising page Views.
          o    Banner Ad Click-Through.

The PAT stations permit advertisers to target their message and measure results
of their promotions in real time. Location partners can quickly change video
messages in the lobby or on the screen to market concession promotions, new
movie releases, DVD releases or any store promotional campaign on very short
notice.

Consumers using the Showintel network will be able to access PAT's across the
network and become exposed to a wide bundle of applications. Offerings may
include full motion video advertising, reward programs, internet access,
CD/Video sampling and ordering, restaurant and movie theater information,
product information databases, store discounts, e-coupons, special promotions,
product specific instructional databases, direct production purchasing and more.

Showintel created the content management system specifically to deliver and
manage video content to individual or multiple locations simultaneously. Each
remote location is managed separately from other locations. This is proprietary
software created by Showintel for Showintel and is not available commercially to
other parties. Showintel is currently upgrading the software and hardware
systems to streamline the insertion of advertising content from the source
providers and manage available inventory on a site by site basis. Upon the
successful deployment of the upgrade, Showintel intends to apply for a patent on
its content management system.

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STRATEGIC ALLIANCES AND MARKETING PROGRAMS

CHANNEL M

Channel M was founded in 1989 and is one of the oldest and most experienced
companies selling advertising for in-store television networks. Channel M was
one of the early pioneers to realize the importance of entertaining audiences in
retail environments and the value that opportunity presents to both advertisers
and retailers. Starting in 1989, Channel M began selling advertising on its
first in-store network located in mall-based video arcades. Channel M quickly
became a leader in selling this type of alternative advertising and due to its
sales efforts was known large and wide by advertisers looking to reach male
teenagers. In addition to the media time on the Arcade Network, Channel M also
sold and integrated promotions such as sweepstakes, sampling, tournaments, and
more. Channel M's Arcade Network today is in 175 mall-based video arcades
nationwide and continues to grow.

Leveraging the success it had with the Arcade Network, Channel M launched its
second network in 1997 in eight Chicago movie theaters. Channel M focused on
growing the network while providing programming suited to entertain movie
patrons. Channel M currently works with 16 theater circuits and its Theater
Lobby Network is now viewed in over 420 movie theaters nationwide. Channel M's
evolution continued in 2000 when it opened discussions with Blockbuster Inc. to
represent its in-store television network located in 5400 locations. Overnight,
Channel M went from 600 locations to 6,000.

Y2 MARTKETING

Y2Marketing is one of the nation's largest and fastest-growing marketing service
agencies. The business was started in 1994 by partners Richard Harshaw and
Edward Earle and was known as Marketing Strategies. From that time to 1998, the
company worked with over 9,000 different businesses in over 350 different
industries through seminars, workshops, one-on-one consulting, and individual
consultations. The result was hundreds of millions of dollars in increased sales
and profits for their clients. During this same time, Y2Marketing began offering
various marketing fulfillment services to their clients in the form of printing,
advertising placement, media services, design services, Internet development,
and so forth.

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The firm conducts seminars all over the country called "Monopolize Your
Marketplace" where they teach their proprietary, results-oriented marketing
system. Y2Marketing is currently established as a national Marketing Fulfillment
Agency with the support of over 400 Principal Consultants skilled at
implementing the MYM System.

Y2Marketing's mission is to become the nation's foremost marketing & advertising
consulting firm, as well as the leading provider of marketing fulfillment
services. Near future plans include bolstering their national network of
Principal Consultants to over 1,500 and strategic acquisitions nationwide in key
marketing fulfillment areas.

CINEMA SCREEN MEDIA

With over 50 sales personnel, CSM is devoted to providing advertising sales to
local businesses within a 10 mile radius of the theater site. With over 7 years
of experience, the sales force successfully places over 50% of all available ad
slots monthly to local businesses.

KEY CUSTOMERS

WEHRENBERG THEATERS

On July 10th, 2002, Showintel entered into a master license agreement with
Wehrenberg Theaters, St. Louis Missouri, for the installation of Plasma Screens
and/or Digital Display systems in 11 different theater locations. Under terms of
this contract Showintel will begin to display a combination of movie trailers
and commercials to generate advertising revenue. Showintel has partially
completed the installation of its equipment into the Wehrenberg theaters. The
company estimates that it can complete the installation of its equipment late in
the 1st quarter or early 2nd quarter of 2003. Additional information on
Wehrenberg Theaters can be found at: http://www.wehrenberg.com

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MALCO THEATERS

Showintel's first theater chain to be brought under contract was Malco Theaters.
Founded in 1915, Malco is now the nation's 23rd largest theater chain with over
230 screens operating in 32 sites. Under the terms of this contract, Showintel
will begin to display a combination of movie trailers and commercials to
generate advertising revenue. Showintel has partially completed the installation
of its equipment into the Malco theaters. The company estimates that it can
complete the installation of its equipment late in the 1st quarter or early 2nd
quarter of 2003. Additional information on Malco Theaters can be found at:
http://www.malco.com

CHANNEL M

Channel M signed a contract that allows Showintel to install its digital
networking technology into theaters within the Channel M "Theater Lobby
Network". As a result of this agreement, Showintel will receive a percentage of
the advertising revenue from theaters containing its technology. The contract
between Channel M and Showintel will also allow each company to sell advertising
on the other's network. The companies have agreed upon a percentage of the
revenue to be shared by placing ads they sell on the other's network. (The
percentages are currently confidential due to on-going negotiations.)

CINEMA SCREEN MEDIA

Showintel has recently entered into a contract with Cinema Screen Media of
Atlanta to provide digital network services for over 300 theaters and 3000
theater screens. Under the contract, Showintel will install equipment to provide
a lobby presence in CSM theaters. The network will additionally provide the
content for on-screen digital display of front-run advertisements and trailers.
"Front-run" is the content played prior to a film showing. CSM will be
responsible for all local advertising sales for Showintel networked sites. The
digitization of the front-run content is the proof of concept that Showintel is
developing for the eventual transportation and management of digital cinema. The
initial installation of the digitized front-run content will be completed during
the second quarter of 2003 in the SE United States.

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EMPLOYEES

As of December 31, 2002, the Company has one employee. The Company intends to
hire additional employees upon securing the necessary operational and equipment
financing. The Company currently retains in addition an advisory board to assist
with business development, financial development, and business strategy. All
employees are located at the Company's headquarters in Tennessee. None of the
Company's employees are subject to any collective bargaining agreement.

MANAGEMENT STRUCTURE

David Lott, Founder & CEO. Mr. Lott has 20 years experience in business
development and management. In addition to his responsibility to Showintel, Mr.
Lott is President and founder of Daody Management, Inc (DMI). DMI is a
warehousing and storage management company in the Greater Memphis area of
Tennessee and encompasses properties in several locales of southern Texas.
Properties under his management include the Canon Computer Distribution
Warehouse and PanAm Flight Training Academy. Mr. Lott developed this large real
estate, storage and management company from the ground up. In 1982 he founded
and operated Landscapes Unlimited, Inc. as its President. Landscapes Unlimited,
Inc. was a top 50 company in commercial landscape contracting and management. He
orchestrated the company's sale to industry leader Orkin International in 1994.
Mr. Lott brings to Showintel his broad entrepreneurial and practical experience
in all facets of corporate development and management.

ADVISORY BOARD

Steve Mackelvie, V. P. of U.S. Business Development for JC Decaux Airport. Mr.
Mackelvie is responsible for the U.S. operations for airport advertising for the
world's largest out-of-home media firm, JC Decaux. His responsibilities include
marketing analysis, client and consumer research and product evaluation to
develop data for marketing audits and strategic planning. He is responsible for
the implementation of marketing and advertising plans for over 50 U.S. Airports.
He has held positions as Corporate Sales Manager for a professional sports team
as well as National Account Manager for a national retail firm.

Robert Levy, Senior Vice President, Malco Theaters. Mr. Levy runs the nations
23rd largest theater chain. He is third generation in the industry and has
worked all functions in the business including advertising, film buyer and
marketing. He has been actively involved in the National Association of Theater
Owners and is instrumental in the positioning of Showintel in the industry.

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Randy Baker, Partner, Thompson & Company. Randolph Baker is a partner in the
integrated marketing firm of Thompson & Company and heads the firm's public
relations and public affairs practice. Baker, an
attorney-turned-PR-practitioner, is a Fellow of the Public Relations Society of
America and a board member of one of the nation's fastest-growing entertainment
companies. Thompson & Baker, the division which Baker heads, is a member of the
Worldcom Public Relations Group, the world's largest consortium of independent
public relations firms. It is the largest firm of its kind in the Memphis area
and provides a wide range of communications services to its clients. Among the
firm's clients are First Tennessee Bank, Thomas & Betts Corporation, VP
Buildings, Anderson-Tully, The Seam, Belz Enterprises, Kraft Food Ingredients,
the City of Memphis, WONDERS: The Memphis International Cultural Series, and the
Memphis-Shelby County Airport Authority. Mr. Baker holds degrees from the
University of Texas and the University of Houston. He has held professional
positions in academia, in the nonprofit sector, in government, in law firms, and
with two Fortune 500 companies.

ADDITIONAL INFORMATION

We are subject to the informational requirements of the Securities Exchange Act
of 1934 (the "Exchange Act") and, in accordance therewith, will file reports,
proxy statements and other information with the Commission. Such reports, proxy
statements and other information may be inspected at public reference facilities
of the Commission at Judiciary Plaza, 450 Fifth Street N.W., Washington D.C.
20549; Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661; 7 World Trade Center, New York, New York, 10048; and 5670
Wilshire Boulevard, Los Angeles, California 90036. Copies of such material can
be obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street N.W., Washington, D.C. 20549 at prescribed rates. For
further information, the SEC maintains a website that contains reports, proxy
and information statements, and other information regarding reporting companies
at (http://www.sec.gov).

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                                 BUSINESS RISKS

AVAILABILITY OF CAPITAL

There are no assurances the Company will be successful in establishing its
system or penetrating the target markets. Due to low cash reserves, additional
funds are required within the next few months to complete installation of
equipment needs at the sites under contract in order to proceed with the
company's business plan. The Company intends to raise funding through various
financial arrangements in debt or equity. There is no guarantee that additional
financing will be available when required, or available at all, in order to
proceed with the business plan. If the Company is unsuccessful in securing
additional capital investments needed in order to continue with operations, the
stockholders may lose their entire investment.

CHANGE IN TECHNOLOGY ENVIRONMENT AND ACCESS

The Company is utilizing existing technology for its operations. The Company has
developed software and systems to compliment existing technology and provide
flexibility if existing technology changes. There is no assurance that the
existing technology will perform in a standard sufficient for the Company to
maintain competitiveness or be available at the time the company anticipates a
need.

COMPETITION

     o    NCN: National Cinema Network was the first to introduce media and
          promotions in movie theaters. NCN has onscreen presence in 82
          theaters.

     o    Pot O' Gold Productions: POG provides utilizes mpeg technology to
          download via broadband a playlist of video content to approximately 70
          theater sites in the southeast United States. The content is replayed
          via an mpeg player to location based TV monitors. This is the digital
          version of VCR loop technology. Pot O' Gold and Showintel have entered
          into a co-marketing agreement to share advertisers.

     o    Regal Entertainment: Regal Entertainment Group, representing over 900
          theater sites, has recently initiated plans to install plasma screens
          in most of their theaters. These plasma screens will display content
          provided by satellite technology. Regal Entertainment is developing
          this service only for their wholly owned sites and is not providing
          the services to independent theater chains.

     o    Screen Vision: Screen Vision is the world's largest on-screen theater
          advertising company with presence on over 20,000 theater screens.
          Screen Vision is a sister company to Technicolor and recently
          purchased Val Morgan USA.

The Company also recognizes that delays in funding have created a window of
opportunity for potential competitors to establish relationships in the
industry. A continued delay in funding increases the likelihood that competitors
may increase market share sufficiently to diminish the capacity of the Company
to operate profitably.

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LACK OF MARKET FOR MEDIA PLACEMENT

The Company has no assurance that the advertising opportunities for media buyers
will be accepted and contracted. If the advertising revenue is not realized then
the Company will not be able to maintain operations for a sufficient period of
time for the other revenue sources to provide enough revenue for the Company to
operate.

CONTROL BY OFFICERS AND DIRECTORS OVER AFFAIRS OF SHOWINTEL MAY OVERRIDE WISHES
OF OTHER STOCKHOLDERS.

The Company's officer and director, David V. Lott, beneficially own
approximately 50.39% of the outstanding shares of Showintel's common stock. As a
result, Mr. Lott has the ability to exercise significant influence over all
matters requiring stockholder approval. Accordingly, it could be difficult for
investors to effectuate control over the affairs of Showintel. Therefore, it
should be assumed that David V. Lott, by virtue of his stock holdings, will be
able to control the affairs and policies of Showintel.

In addition, all decisions with respect to the management of Showintel will be
made exclusively by David V. Lott. Investors will only have rights associated
with stockholders to make decisions effecting Showintel. The success of
Showintel, to a large extent, will depend on the quality of the directors and
officers of Showintel. Accordingly, no person should invest in the shares unless
he is willing to entrust all aspects of management to David V. Lott and any
future officers and directors.

WE ARE A NEW COMPANY WITH NO OPERATING HISTORY.

Showintel has had limited operations since its organization and remains a
"start-up" or "development stage" company. We have no history of operations with
which to evaluate our business experience. Should you purchase shares in
Showintel, your investment is in a high risk venture with all the unforeseen
costs, expenses, problems, and difficulties to which such ventures are subject.

LIMITATIONS ON LIABILITY, AND INDEMNIFICATION, OF DIRECTORS AND OFFICERS MAY
RESULT IN EXPENDITURES BY COMPANY.

The articles of incorporation of Showintel provide that the personal liability
of a director or officer of Showintel to Showintel or the Shareholders for
damages for breach of fiduciary duty as a director or officer shall be limited
to acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law. In addition, the articles and the bylaws of Showintel provide
for indemnification of officers and directors of Showintel. Also, the Nevada
Revised Statutes provide for permissive indemnification of officers and
directors and Showintel may provide indemnification under such provisions. Any
limitation on the liability of any director, or indemnification of directors,
officer, or employees, could result in substantial expenditures being made by
Showintel in covering any liability of such persons or in indemnifying them.

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POTENTIAL CONFLICTS OF INTEREST MAY AFFECT ABILITY OF OFFICERS AND DIRECTORS TO
MAKE DECISIONS IN THE BEST INTERESTS OF COMPANY.

David Lott may have other interests to which he devotes his time, either
individually or through partnerships and corporations in which he has or may
have an interest, hold an office, or serve on boards of directors, and he may
continue to do so notwithstanding the fact that management time may be necessary
to the business of Showintel. As a result, conflicts of interest may exist
between Showintel and David Lott which may not be susceptible to resolution.

In addition, conflicts of interest may arise in the area of corporate
opportunities which cannot be resolved through arm's length negotiations. All of
the potential conflicts of interest will be resolved only through exercise of
David Lott of such judgment as is consistent with his fiduciary duties to
Showintel.

NO CUMULATIVE VOTING MAY AFFECT ABILITY OF SOME SHAREHOLDERS TO INFLUENCE
MANAGEMENT OF COMPANY.

Holders of the shares of common stock of Multinet are not entitled to accumulate
their votes for the election of directors or otherwise. Accordingly, the holders
of a majority of the shares present at a meeting of shareholders will be able to
elect all of the directors of Showintel, and the minority shareholders will not
be able to elect a representative to Showintel's board of directors.

SALE OF SHARES ELIGIBLE FOR FUTURE SALE COULD ADVERSELY AFFECT THE MARKET PRICE.

All of the approximate 15,207,000 shares of common stock which are currently
held, directly or indirectly, by management have been issued in reliance on the
private placement exemption under the Securities Act of 1933. Such shares will
not be available for sale in the open market without separate registration
except in reliance upon Rule 144 under the Securities Act of 1933. In general,
under Rule 144 a person, or persons whose shares are aggregated, who has
beneficially owned shares acquired in a non-public transaction for at least one
year, including persons who may be deemed affiliates of Showintel, as defined,
would be entitled to sell within any three- month period a number of shares that
does not exceed the greater of 1% of the then outstanding shares of common
stock, or the average weekly reported trading volume during the four calendar
weeks preceding such sale, provided that current public information is then
available. If a substantial number of the shares owned by these shareholders
were sold under Rule 144 or a registered offering, the market price of the
common stock could be adversely affected.

                                       16
<PAGE>
COMPANY REQUIRES ADDITIONAL FUNDING IN ORDER TO BE SUCCESSFUL.

Showintel needs a minimum of six hundred thousand dollars ($600,000.00) for
operations in 2003. The amount will allow the Company to meet operating
expenses, install up to twenty (20) sites per month, and bring current account
payables. Monthly operating costs are estimated at fifty thousand dollars
($50,000.00), with installation per theater ranging from two thousand to ten
thousand dollars ($2,000.00 - $10,000.00) depending upon the availability of
plasma screens in the theaters. Growth for Showintel would be severely limited
under a reduced funding arrangement and continuation of operations may be
jeopardized.

ITEM 2. DESCRIPTION OF PROPERTY

At its offices in Collierville, TN, Showintel owns approximately $113,670 of
miscellaneous office furniture and equipment, including computers. Showintel
also leases a 2650 square feet office (at $12.82. per square foot) The lease
expires on Sept. 1, 2005. Showintel has an option to renew each lease for a
period of five years.

ITEM 3. LEGAL PROCEEDINGS

There are three pending or threatened litigation matters related to Showintel
Networks, Inc.

Pending in the State Court of Cherokee County, Georgia, is case number
02-SC-1082, styled D & D Management, Inc. v. Multinet International, Inc., d/b/a
Showintel Networks, Inc., and David V. Lott, filed September 9, 2002. D & D
Management, Inc. is alleging it entered into a loan agreement with the Company
in February of 2002 for fifty-four thousand dollars ($54,000.00) which has not
been repaid. The Company is defending on the basis that it issued D & D
Management, Inc. a total of 89,000 shares in lieu of repayment and for
settlement. D & D Management, Inc. is responding that the shares were issued for
consulting services. The Company denies services were rendered The Company is
pursuing settlement negotiations and recognizes a potential liability of
approximately twenty-five thousand dollars ($25,000.00). No known motions are
outstanding and the matter remains pending.

There is litigation threatened regarding Clickplay, Inc. Clickplay, Inc. has
alleged claims against the Company for non-payment of deposits related to a
consulting services agreement. The Company was unable to secure adequate
financial backing to engage Clickplay, Inc. and no services were rendered by
Clickplay, Inc. However, Clickplay, Inc. claims deposits totaling ninety-three
thousand dollars ($93,000.00) remain due. Clickplay, Inc. filed suit February
19, 2002, in the Circuit Court of Tennessee for the Thirtieth Judicial Circuit
at Memphis in an action styled Clickplay, Inc. v. Showintel, Inc., case number
00092502D.5AD. A default judgment was entered in favor of Clickplay, Inc.
against Showintel, Inc., however, execution of the judgment upon the Company has
not occurred due to jurisdictional defects stemming from the misidentification
of the defendant. The Company intends to fully defend against the claim upon all
available grounds.

                                       17
<PAGE>
Litigation is threatened by Erik Nelson, former officer of the Company, for
alleged unpaid consulting services totaling sixteen thousand eight hundred
dollars ($16,800.00). To date the Company has not been served with legal process
and the claim is merely threatened. The Company intends to fully defend against
the claim upon all available grounds.

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

No matter was submitted to a vote of security holders, through the solicitation
of proxies or otherwise, during the fourth quarter of our fiscal year ended
December 31, 2002.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our Common Stock is traded in the over-the-counter securities market through the
National Association of Securities Dealers Automated Quotation Bulletin Board
System, under the symbol "SWNW". The following table sets forth the quarterly
high and low bid prices for our Common Stock as reported by The Pink Sheets,
L.L.C. The quotations reflect inter-dealer prices, without retail mark-up,
markdown or commission, and may not necessarily represent actual transactions.

                                 Closing Bid
Date                          -----------------
2002                          High          Low
----                          ----          ---

July 1 Thru Sept. 30          $.27          $.04

Oct. 1 Thru Dec. 31           $.22          $.05

As of May 23, 2003, Showintel had eighty (80) stockholders of record of the
common shares outstanding. The Company has never declared or paid dividends on
our Common Stock.

The Company intends to follow a policy of retaining earnings, if any, to finance
the growth of the business and do not anticipate paying any cash dividends in
the foreseeable future. The declaration and payment of future dividends on the
Common Stock will be the sole discretion of the Board of Directors and will
depend on our profitability and financial condition, capital requirements,
statutory and contractual restrictions, future prospects and other factors
deemed relevant.

                                       18
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This report contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Actual results and events could differ materially from those projected,
anticipated, or implicit, in the forward-looking statements as a result of the
risk factors set forth below and elsewhere in this report. With the exception of
historical matters, the matters discussed herein are forward looking statements
that involve risks and uncertainties. Forward looking statements include, but
are not limited to, statements concerning anticipated trends in revenues and net
income, the date of introduction or completion of our products, projections
concerning operations and available cash flow. Our actual results could differ
materially from the results discussed in such forward-looking statements. The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes
thereto appearing elsewhere herein.

A. RESULTS OF OPERATIONS

REVENUES

The Company realized no revenues from operations during the fourth quarter of
2002 and has no revenues for the 2002 year. The Company received initial funding
from LaJolla Cove Investors, Inc., on July of 2002. This infusion of capital
allowed the Company to begin installation of the Showintel Network systems into
sixteen theaters. However, installation and broadband connectivity were not
completed until the last week of September, and as a result, revenue did not
meet expectations in the fourth quarter. The Company continues to seek
additional capital to allow the completion of installation into 48 theaters
currently under contract and for continued expansion. The Company, together with
its associates Channel M, Cinema Screen Media, and Pot-O-Gold Productions,
collectively have contracts for approximately eight hundred sites.

The Company realized no interest income, but recorded accured interest in the
amount of $4,769.00 for the year from a note receivable issued to SeeSaw
Communications on July 16, 2001.

The Company also realized proceeds of $3,000.00 from financing activities.

EXPENSES

Total expenses from continuing operations was $1,282,897 for 2002, as compared
with losses of $698,767 for the period from April 19, 2001, through December 31,
2001. Most of the expenses were for consultant fees in the amount of $723,442
which have been paid by the issuance of common restricted stock in the company.
The company booked depreciation of $23,773. A large portion of the general
expenses were related to the development of the network media management
operations of Showintel Networks, Inc.

                                       19
<PAGE>
NET LOSS

On a pre-tax basis, we had a net loss of $1,981,664 in 2002 from continuing
operations. The 2002 loss per common share from continuing operations, basic and
diluted, was $.07 per share.

B. LIQUIDITY AND CAPITAL RESOURCES

The Company has incurred substantial losses from continuing operations,
sustained substantial operating cash outflows, has a working capital deficit,
and at December 31, 2002, has a capital deficiency. Management believes that
such losses and negative operating cash flows will continue in fiscal year 2003
unless adequate capital funding is obtained. The above factors raise substantial
doubt about the Company's ability to continue as a going concern. The Company's
continued existence is dependent on its ability to obtain additional equity
and/or debt financing to fund its operations and ultimately to achieve
profitable operations. The Company is attempting to raise additional financing.
There is no assurance that the Company will obtain additional financing or
achieve profitable operations or cash flow.

Historically, the Company has sustained its operations primarily from the use of
management's personal financial resources. The Company is seeking sources of
financing from several public or private equity or debt offerings. The Company
anticipates an additional $600,000 is required to compete installation of the
network for operations. Approximately $9,000 is presently available. The Company
expects to realize revenue from advertising in the amount of $250,000 beginning
in July, 2003.

                                       20
<PAGE>
ITEM 7. FINANCIAL STATEMENTS

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

                        CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2002

        (With Report of Independent Certified Public Accountants Thereon)
<PAGE>
                                TABLE OF CONTENTS

                                                                        PAGE NO.
                                                                        --------

Report of Independent Certified Public Accountants                            22

Consolidated financial statements
  Consolidated balance sheet                                                  23
  Consolidated statements of operations                                       24
  Consolidated statement of stockholders' equity                              25
  Consolidated statements of cash flows                                       26
  Notes to consolidated financial statements                                  27

                                       21
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors and Stockholders
Showintel Networks, Inc.
(Formerly Multinet International Corporation, Inc.)
(A Development Stage Company)
Collierville, Tennessee

We have  audited  the  accompanying  consolidated  balance  sheet  of  Showintel
Networks,   Inc.  (Formerly  Multinet   International   Corporation,   Inc.)  (A
Development  Stage Company) as of December 31, 2002, and the related  statements
of operations,  stockholders' equity, and cash flows for the year ended December
31,  2002,  the period  from  April 19,  2001 (Date of  Inception  of  Showintel
Networks,  Inc.) through  December 31, 2001,  and the period from April 19, 2001
(Date of Inception of Showintel Networks, Inc.) through December 31, 2002. These
consolidated  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audit in accordance  auditing  standards  generally accepted in
the United States of America.  Those standards  require that we 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.  We believe that our audit provides a reasonable  basis
for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Showintel Networks,
Inc. as of December 31, 2002, and the consolidated results of its activities and
cash flows for the year ended  December 31, 2002, the period from April 19, 2001
(Date of Inception of Showintel  Networks,  Inc.) through December 31, 2001, and
the period from April 19, 2001 (Date of Inception of Showintel  Networks,  Inc.)
through  December 31, 2002 in conformity  with accounting  principles  generally
accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial  statements,   the  Company  has  suffered  losses  from
operations and current  liabilities  exceed current  assets,  all of which raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regards to these matters are also described in Note 1. The consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

/s/ L.L. Bradford & Company, LLC

L.L. Bradford & Company, LLC
March 25, 2003
Las Vegas, Nevada

                                       22
<PAGE>
                            SHOWINTEL NETWORKS, INC.
              (FORMERLY MULTINET INTERNATIONAL CORPORATION, INC.)
                         (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2002

                                     ASSETS

Current assets
   Cash                                                             $     2,120
   Accounts receivable                                                   19,300
   Interest receivable                                                    4,769
                                                                    -----------
      Total current assets                                               26,189

Fixed assets, net                                                       113,670

Goodwill                                                                 36,565
Note receivable                                                          86,500
                                                                    -----------

   Total assets                                                     $   262,924
                                                                    ===========
                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Accounts payable and accrued expenses                            $   153,659
   Loan payable                                                          25,000
   Due to stockholder                                                    42,555
                                                                    -----------
      Total current liabilities                                         221,214

Total liabilities                                                       221,214

Commitments and contingencies                                                --

Stockholders' equity
   Common stock - $.001 par value, 100,000,000 shares
      authorized, 28,894,001 shares issued and outstanding               28,894
   Additional paid-in capital                                         2,728,265
   Prepaid expenses                                                     (35,018)
   Accumulated deficit                                               (2,680,431)
                                                                    -----------
      Total stockholders' equity                                         41,710
                                                                    -----------

   Total liabilities and stockholders' equity                       $   262,924
                                                                    ===========

          See Accompanying Notes to Consolidated Financial Statements

                                       23
<PAGE>
                            SHOWINTEL NETWORKS, INC.
              (FORMERLY MULTINET INTERNATIONAL CORPORATION, INC.)
                         (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                         For the Period        For the Period
                                                      For the Year     From April 19, 2001   From April 19, 2001
                                                         Ended         (Inception) through   (Inception) through
                                                   December 31, 2002    December 31, 2001     December 31, 2002
                                                   -----------------    -----------------     -----------------
<S>                                                <C>                  <C>                   <C>
Revenue                                              $      32,867        $          --         $      32,867

Cost of revenue                                             24,131                   --                24,131
                                                     -------------        -------------         -------------

Gross profit                                                 8,736                   --                 8,736

General and administrative expenses
    Consulting fees                                      1,646,719              451,005             2,097,724
    Depreciation                                            19,236                6,880                26,116
    Other general and administrative expenses              323,285              220,152               543,437
                                                     -------------        -------------         -------------

      Total general and administrative expenses          1,989,240              678,037             2,667,277
                                                     -------------        -------------         -------------

Loss from operations                                    (1,980,504)            (678,037)           (2,658,541)

Other income (expense)
    Interest income                                          3,395                1,374                 4,769
    Gain on sale of fixed asset                              1,123                   --                 1,123
    Interest expense                                        (5,678)             (22,104)              (27,782)
                                                     -------------        -------------         -------------

Loss before provision for income taxes                  (1,981,664)            (698,767)           (2,680,431)

Income tax provisions                                           --                   --                    --
                                                     -------------        -------------         -------------

Net loss                                             $  (1,981,664)       $    (698,767)        $  (2,680,431)
                                                     =============        =============         =============

Basic and diluted loss per common share              $       (0.09)       $       (0.04)        $       (0.14)
                                                     =============        =============         =============
Basic and diluted weighted average
    common shares outstanding                           23,378,738           18,845,611            20,608,240
                                                     =============        =============         =============
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements

                                       24
<PAGE>
                            SHOWINTEL NETWORKS, INC.
              (FORMERLY MULTINET INTERNATIONAL CORPORATION, INC.)
                         (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                  Common stock
                                           --------------------------    Additional     Prepaid                         Total
                                              Number                       Paid-in     Consulting     Accumulated    Stockholders'
                                            of Shares       Amount         capital      Services        Deficit         Equity
                                           -----------    -----------    -----------   -----------    -----------    -----------
<S>                                        <C>            <C>            <C>           <C>            <C>            <C>
Balance, April 19, 2001 (Date of
  Inception of Showintel
  Networks, Inc.)                                   --    $        --    $        --   $        --    $        --    $        --

Common stock issued in April 2001
   to a founder for cash,
   $0.0165 per share                        15,000,000         15,000        232,725            --             --        247,725

Common stock issued in April 2001
   to a founder for services,
   $0.0165 per share                         3,000,000          3,000         46,500            --             --         49,500

Common stock issued in September 2001
  for the acquisition of Multinet
  International Corporation, Inc.,
  $.001 per share                            2,431,000          2,431             --            --             --          2,431

Issuance of warrants in November 2001 for
  1,000,000 shares of common stock to a
  consultant with a weighted average
  exercise price of $1.00                           --             --        350,000      (291,666)            --         58,334

Net loss                                            --             --             --            --       (698,767)      (698,767)
                                           -----------    -----------    -----------   -----------    -----------    -----------

Balance, December 31, 2001                  20,431,000         20,431        629,225      (291,666)      (698,767)      (340,777)

Common stock issued for prepaid
   consulting services, $0.65 per share        760,000            760        493,240      (494,000)            --             --

600,000 shares of common stock given to
   various consultants by the
   President/stockholder to satisfy
   consulting agreements, valued at
   $0.65 per share in exchange for
   stock payable                                    --             --             --      (535,950)            --       (535,950)

Issuances of common stock to various
   consultants with a weighted average
   exercise price of $0.08 per share         1,100,000          1,100         83,900       (85,000)            --             --

Issuance of common stock for services          905,000            905        315,845            --             --        316,750

Issuenace of warrants for 500,000
   shares of common stock to various
   consultants with a weighted average
   exercise price of $0.65                          --             --         25,000       (25,000)            --             --

Expensed portion of prepaid
   consulting services                              --             --             --     1,396,598             --      1,396,598

Issuance of common stock related to
   exercise of warrants at $0.50
   per share                                    10,000             10          4,990            --             --          5,000

Issuance of common stock for cash,
   $0.10 per share                             150,000            150         14,850            --             --         15,000

Issuance of common stock for cash,
   $0.10 per share net of offering
   costs of $20,000                          2,000,000          2,000        178,000            --             --        180,000

Issuance of common stock for
   promissory note receivable,
   $0.10 per share                             200,000            200         19,800            --             --         20,000

Issuance of common stock for
   acquisition of Uniguest                     500,000            500         32,000            --             --         32,500

Issuance of common stock in
   satisfaction of stock
   payable - related party                     600,000            600        535,350            --             --        535,950

Issuance of common stock in
   satisfaction of due to
   stockholder                               2,000,000          2,000        321,303            --             --        323,303

Issuance of common stock in
   satisfaction of loan payable                600,000            600         74,400            --             --         75,000

Cancellation of common stock                  (362,000)          (362)           362            --             --             --

Net loss                                            --             --             --            --     (1,981,664)    (1,981,664)
                                           -----------    -----------    -----------   -----------    -----------    -----------

Balance, December 31, 2002                  28,894,000    $    28,894    $ 2,728,265   $   (35,018)   $(2,680,431)   $    41,710
                                           ===========    ===========    ===========   ===========    ===========    ===========
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements

                                       25
<PAGE>
                    MULTINET INTERNATIONAL CORPORATION, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                             For the Period        For the Period
                                                                        For the Year      From April 19, 2001   From April 19, 2001
                                                                           Ended          (Inception) through   (Inception) through
                                                                      December 31, 2002    December 31, 2001     December 31, 2002
                                                                      -----------------    -----------------     -----------------
<S>                                                                   <C>                  <C>                   <C>
Cash flows from operating activities:
    Net loss                                                             $(1,981,664)         $ (698,767)            (2,680,431)
    Adjustments to reconcile net loss to
     net cash used by operating activities:
      Stock based compensation                                             1,713,348             110,265              1,823,613
      Depreciation                                                            19,236               6,880                 26,116
      Gain on sale of fixed assets                                            (1,123)                 --                 (1,123)
    Changes in operating assets and liabilities:
      Change in accounts receivable                                          (19,300)                 --                (19,300)
      Change in interest receivable                                           (3,395)             (1,374)                (4,769)
      Change in prepaid expenses                                               2,827              (2,827)                    --
      Change in deposit                                                        1,435              (1,435)                    --
      Change in accounts payable and accrued expenses                        113,041              35,488                148,529
      Change in due to stockholder                                            93,693              22,104                115,797
      Change in stocks payable to consultants                               (119,156)            119,156                     --
                                                                         -----------          ----------            -----------
        Net cash used by operating activities                               (181,058)           (410,510)              (591,568)

Cash flows from investing activities:
    Loan made related to note receivable                                     (26,500)            (40,000)               (66,500)
    Sale of fixed assets                                                       3,950                  --                  3,950
    Purchase of fixed assets                                                 (94,272)            (47,276)              (141,548)
                                                                         -----------          ----------            -----------
        Net cash used by investing activities                               (116,822)            (87,276)              (204,098)

Cash flows from financing activities:
    Advances from stockholder                                                     --             250,061                250,061
    Proceeds from loan payable                                               100,000                  --                100,000
    Proceeds from issuance of common stock                                   200,000             247,725                447,725
                                                                         -----------          ----------            -----------
        Net cash provided by financing activities                            300,000             497,786                797,786
                                                                         -----------          ----------            -----------

Net increase in cash                                                           2,120                  --                  2,120

Cash, beginning of period                                                         --                  --                     --
                                                                         -----------          ----------            -----------

Cash, end of period                                                      $     2,120          $       --            $     2,120
                                                                         ===========          ==========            ===========
Supplementary cash flow information:
    Cash payments for income taxes                                       $        --          $       --            $        --
                                                                         ===========          ==========            ===========
    Cash payments for interest                                           $        --          $       --            $        --
                                                                         ===========          ==========            ===========
Non-cash financing activities:
    Prepaid portion of consulting agreement related to issuance
      of warrants for 1,000,000 shares of common stock                   $        --          $  291,666            $   291,666
                                                                         ===========          ==========            ===========
    Issuance of 4,431,000 shares of common stock for the
      acquisition of Multinet International Corporation, Inc.            $        --          $    4,431            $     4,431
                                                                         ===========          ==========            ===========
    Prepaid portion of consulting agreement related to issuance
      of 760,000 shares of common stock                                  $   494,000          $       --            $   494,000
                                                                         ===========          ==========            ===========
    Prepaid portion of consulting agreement related to
      600,000 shares of common stock given by President/shareholder
      to satisfy consulting  agreement in excange for stock payable      $   535,950          $       --            $   535,950
                                                                         ===========          ==========            ===========
    Prepaid portion of consulting agreement related to issuance
      of 1,100,000 shares of common stock                                $    85,000          $       --            $    85,000
                                                                         ===========          ==========            ===========
    Prepaid portion of consulting agreement related to issuance
      of warrants for 500,000 shares of common stock to
      consultant                                                         $    25,000          $       --            $    25,000
                                                                         ===========          ==========            ===========
    Issuance of 200,000 shares of common stock for
      promissory note receivable                                         $    20,000          $       --            $    20,000
                                                                         ===========          ==========            ===========
    Issuance of 500,000 shares of common stock for
      acquisition of Uniguest                                            $    32,500          $       --            $    32,500
                                                                         ===========          ==========            ===========
    Issuance of 600,000 shares of common stock in
      satisfaction of stock payable - related party                      $   535,950          $       --            $   535,950
                                                                         ===========          ==========            ===========
    Issuance of 2,000,000 shares of common stock in
      satisfaction of due to stockholder                                 $   323,303          $       --            $   323,303
                                                                         ===========          ==========            ===========
    Issuace of 600,000 shares of common stock in
      satisfaction of loan payable                                       $    75,000          $       --            $    75,000
                                                                         ===========          ==========            ===========
</TABLE>

          See Accompanying Notes to Consolidated Financial Statements

                                       26
<PAGE>
                            SHOWINTEL NETWORKS, INC.
               (FORMERLY MULTINET INTERNATIONAL CORPORATION, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.   DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

     DESCRIPTION OF BUSINESS - Showintel Networks, Inc. (Formerly Multinet
     International Corporation, Inc.) (hereinafter referred to as the "Company"
     or "Showintel") is a development stage company that plans to provide
     video-streaming technology to consumers and the entertainment industry. It
     is the Company's intention to develop the necessary infrastructure to
     deliver the video-streaming technology for profitable commercialization
     through internal development and licensing agreements with other companies
     to market and deploy products and services resulting from the Company's
     technology applications.

     HISTORY - Multinet International Corporation, Inc. was incorporated on May
     17, 1996 in the State of Nevada. On September 26, 2001, the Company
     consummated an agreement to acquire all of the outstanding capital stock of
     Showintel Networks, Inc., a Nevada Corporation, in exchange for 18,000,000
     shares of Multinet's common stock ("Showintel Transaction"). Prior to the
     Showintel Transaction, Multinet was a non-operating public company with no
     operations or assets; and 2,431,000 shares of common stock issued and
     outstanding; and Showintel Networks, Inc. was a privately held company with
     assets being used for the development of its video-streaming technology.
     The Showintel Transaction is considered to be a capital transaction in
     substance, rather than a business combination. Inasmuch, the Showintel
     Transaction is equivalent to the issuance of stock by a private company
     (Showintel Networks, Inc.) for the net monetary assets of a non-operational
     public company (Multinet), accompanied by a recapitalization. The
     accounting for the Showintel Transaction is identical to that resulting
     from a reverse acquisition, except goodwill or other intangible assets will
     not be recorded. Accordingly, these financial statements are the historical
     financial statements of Showintel Networks, Inc. Showintel Networks, Inc.
     was incorporated on April 19, 2001. Therefore, these financial statements
     reflect activities from April 19, 2001 (Date of Inception for Showintel
     Networks, Inc.) and forward.

     Prior to the Showintel Transaction, Multinet International Corporation,
     Inc. operated a convenience store through Nikky D Corporation, a wholly
     owned subsidiary. In September 2001, the Company divested itself of Nikky
     D. Corporation. Multinet International Corporation, Inc. has accounted for
     this divestiture as a spin-off in accordance with Accounting Principles
     Board Statement No. 29. As a result of this divestiture, the Company became
     a non-operational public company.

     On September 1, 2002, the Company purchased all outstanding capital of
     Uniguest of Tennessee, Inc. ("UGT"), a Tennesse Corporation, in
     consideration of 500,000 shares of the Company's common stock. UGT installs
     and operates Public Internet Access Terminals primarily in hotels
     throughout the country. (See Note 2)

     GOING CONCERN - The Company incurred a net loss of approximately $2,680,000
     for the period from April 19, 2001 (Inception) through December 31, 2002.
     The Company's current liabilities exceed its current assets by
     approximately $195,000 as of December 31, 2002. The Company's net cash used
     from operating activities approximated $181,000 during 2002. These factors
     create an uncertainty about the Company's ability to continue as a going
     concern. The Company's management plans to complete the development of the
     infrastructure necessary to deliver the video-streaming technology in order
     to fully commence its operations and therewith generate future revenues.
     The Company will also seek additional sources of capital through the
     issuance of debt and equity financing, but there can be no assurance that
     the Company will be successful in accomplishing its objectives.

     The ability of the Company to continue as a going concern is dependent on
     additional sources of capital and the success of the Company's plan. The
     financial statements do not include any adjustments that might be necessary
     if the Company is unable to continue as a going concern.

                                       27
<PAGE>
                            SHOWINTEL NETWORKS, INC.
               (FORMERLY MULTINET INTERNATIONAL CORPORATION, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)

     BUSINESS AQUISITION - The business acquisition has been accounted for under
     the purchase method of accounting, therefore the Company includes the
     results of operations of the acquired business from the date of
     acquisition. Net assets of the company acquired are recorded at fair value
     as of the date of acquisition. The excess of the acquired business'
     purchase price over the fair value of its tangible and identifiable
     intangible assets is then included in goodwill in the accompanying
     consolidated balance sheet.

     PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include
     the accounts of the Company and its subsidiary. All significant
     intercompany balances and transactions have been eliminated.

     USE OF ESTIMATES - The preparation of financial statements in conformity
     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 at the date of the financial statements and the reported
     amounts of revenue and expenses during the reporting period. Actual results
     could differ from those estimates.

     FIXED ASSETS - Fixed assets are stated at cost less accumulated
     depreciation. Depreciation is provided principally on the straight-line
     method over the estimated useful lives of the assets, which are generally 3
     to 7 years. The cost of repairs and maintenance is charged to expense as
     incurred. Expenditures for property betterments and renewals are
     capitalized. Upon sale or other disposition of a depreciable asset, cost
     and accumulated depreciation are removed from the accounts and any gain or
     loss is reflected in other income (expense).

     The Company periodically evaluates whether events and circumstances have
     occurred that may warrant revision of the estimated useful lives of fixed
     assets or whether the remaining balance of fixed assets should be evaluated
     for possible impairment. The Company uses an estimate of the related
     undiscounted cash flows over the remaining life of the fixed assets in
     measuring their recoverability.

     GOODWILL AND INTANGIBLE ASSETS - Beginning January 1, 2002, the Company
     adopted Statement of Financial Accounting Standards ("SFAS") No. 142,
     "Goodwill and Other Intangible Assets". According to this statement,
     goodwill and intangible assets with indefinite lives are no longer subject
     to amortization, but rather an annual assessment of impairment by applying
     a fair-value based test. Fair value for goodwill is based on discounted
     cash flows, market multiples and/or appraised values as appropriate. Under
     SFAS No. 142, the carrying value of assets are calculated at the lowest
     level for which there are identifiable cash flows, which include ATM
     network and processing operations.

     SFAS 142 requires the Company to compare the fair value of the reporting
     unit to its carrying amount on an annual basis to determine if there is
     potential impairment. If the fair value of the reporting unit is less than
     its carrying value, an impairment loss is recorded to the extent that the
     fair value of the goodwill within the reporting unit is less than its
     carrying value. Upon adoption and during 2002, the Company completed an
     impairment review and did not recognize any impairment of goodwill and
     other intangible assets already included in the financial statements. The
     Company expects to receive future benefits from previously acquired
     goodwill over an indefinite period of time. Accordingly, beginning January
     1, 2002, the Company has foregone all related amortization expense. Prior
     to January 1, 2002, the Company had no goodwill.

     FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts and estimated
     fair values of the Company's financial instruments approximate their fair
     value due to the short-term nature.

     EARNINGS (LOSS) PER SHARE - Basic earnings (loss) per share excludes any
     dilutive effects of options, warrants and convertible securities. Basic
     earnings (loss) per share is computed using the weighted-average number of
     outstanding common shares during the applicable period. Diluted earnings
     per share is computed using the weighted average number of common and
     common stock equivalent shares outstanding during the period. Common stock
     equivalent shares are excluded from the computation if their effect is
     antidilutive.

                                       28
<PAGE>
                            SHOWINTEL NETWORKS, INC.
               (FORMERLY MULTINET INTERNATIONAL CORPORATION, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)

     INCOME TAXES - The Company accounts for its income taxes in accordance with
     Statement of Financial Accounting Standards No. 109, which requires
     recognition of deferred tax assets and liabilities for future tax
     consequences attributable to differences between the financial statement
     carrying amounts of existing assets and liabilities and their respective
     tax bases and tax credit carryforwards. Deferred tax assets and liabilities
     are measured using enacted tax rates expected to apply to taxable income in
     the years in which those temporary differences are expected to be recovered
     or settled. The effect on deferred tax assets and liabilities of a change
     in tax rates is recognized in income in the period that includes the
     enactment date.

     As of December 31, 2002, the Company has available net operating loss
     carryforwards that will expire in various periods through 2022. Such losses
     may not be fully deductible due to the significant amounts of non-cash
     service costs and the change in ownership rules under Section 382 of the
     Internal Revenue Code. The Company has established a valuation allowance
     for the full tax benefit of the operating loss carryovers due to the
     uncertainty regarding realization.

     COMPREHENSIVE LOSS - The Company has no components of other comprehensive
     loss. Accordingly, net loss equals comprehensive loss for all periods.

     SEGMENT INFORMATION - The Company discloses segment information in
     accordance with SFAS No. 131, "Disclosures about Segments of an Enterprise
     and Related Information," which uses the Management approach to determine
     reportable segments. The Company operates under one segment.

     ADVERTISING COSTS - The Company recognizes advertising expenses in
     accordance with Statement of Position 93-7 "Reporting on Advertising
     Costs." Accordingly, the Company expenses the costs of producing
     advertisements at the time production occurs, and expenses the costs of
     communicating advertisements in the period in which the advertising space
     or airtime is used. Advertising costs are charged to expense as incurred.
     Advertising expenses was $7,500 for the year ended December 31, 2002, and
     $-- for the period from April 19, 2001 (Inception) through December 31,
     2001.

     RESEARCH AND DEVELOPMENT COSTS - Research and development costs are charged
     to expense when incurred. Costs incurred to internally develop software,
     including costs incurred during all phases of development, are charged to
     expense as incurred.

     STOCK-BASED COMPENSATION - The Company applies Accounting Principles Board
     ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and
     Related Interpretations, in accounting for stock options issued to
     employees. Under APB No. 25, employee compensation cost is recognized when
     estimated fair value of the underlying stock on date of the grant exceeds
     exercise price of the stock option. For stock options and warrants issued
     to non-employees, the Company applies Statements of Financial Accounting
     Standards ("SFAS") No. 123 Accounting for Stock-Based Compensation, which
     requires the recognition of compensation cost based upon the fair value of
     stock options at the grant date using the Black-Scholes option pricing
     model.

     The Company issued no stock, neither granted warrants or options, to
     employees for compensation for the years ended 2002 and the period from
     April 19, 2001 (Date of Inception) through December 31, 2001.

     In December 2002, the Financial Accounting Standards Board ("FASB") issued
     SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
     Disclosure". SFAS No. 148 amends the transition and disclosure provisions
     of SFAS No. 123. The Company is currently evaluating SFAS No. 148 to
     determine if it will adopt SFAS No. 123 to account for employee stock
     options using the fair value method and, if so, when to begin transition to
     that method.

     EXPENSES OF OFFERING - The Company accounts for specific incremental costs
     directly to a proposed or actual offering of securities as a direct charge
     against the gross proceeds of the offering.

                                       29
<PAGE>
                            SHOWINTEL NETWORKS, INC.
               (FORMERLY MULTINET INTERNATIONAL CORPORATION, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT POLICIES (continued)

     NEW ACCOUNTING PRONOUNCEMENTS - In July 2001, the FASB issued SFAS No. 143,
     Accounting for Obligations Associated with the Retirement of Long-Lived
     Assets. SFAS No. 143 establishes accounting standards for the recognition
     and measurement of an asset retirement obligation and its associated asset
     retirement cost. It also provides accounting guidance for legal obligations
     associated with the retirement of tangible long-lived assets. SFAS No. 143
     is effective in fiscal years beginning after June 15, 2002, with early
     adoption permitted. Management has yet to determine the impact that the
     adoption of SFAS No. 143 will have on the Company's consolidated financial
     statements.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
     or Disposal of Long-Lived Assets (SFAS 144). SFAS 144 establishes a single
     accounting model for the impairment or disposal of long-lived assets,
     including discontinued operations. SFAS 144 superseded Statement of
     Financial Accounting Standards No. 121, Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to Be Disposed Of (SFAS 121),
     and APB Opinion No. 30, Reporting the Results of Operations - Reporting the
     Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
     and Infrequently Occurring Events and Transactions. The provisions of SFAS
     144 are effective in fiscal years beginning after December 15, 2001, with
     early adoption permitted, and in general are to be applied prospectively.

     In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
     Associated with Exit or Disposal Activities" ("SFAS No. 146"). SFAS No. 146
     addresses financial accounting and reporting for costs associated with exit
     or disposal activities, such as restructurings, involuntarily terminating
     employees, and consolidating facilities initiated after December 31, 2002.
     The implementation of SFAS No. 146 is not expected to have a material
     effect on the Company's consolidated financial position, results of
     operations or cash flows.

     In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN No.
     45"), Guarantor's Accounting and Disclosure Requirements for Guarantees,
     Including Indirect Guarantees of Indebtedness of Others an interpretation
     of SFAS No. 5, 57, and 107 and rescission of FASB Interpretation No. 34,
     was issued. FIN No. 45 clarifies the requirements of SFAS No. 5, Accounting
     for Contingencies, relating to a guarantor's accounting for, and disclosure
     of, the issuance of certain types of guarantees. The adoption of the
     provisions of FIN No. 45 did not have a material impact on the Company's
     results of operations, financial position or cash flows.

2.   BUSINESS ACQUISITION

     UNIGUEST OF TENNESSEE, INC. - In September 2002, the Company acquired 100%
     of the outstanding capital stock of Uniguest of Tennessee, Inc. ("UGT
     Transaction"), as previously discussed in Note 1, in consideration of
     500,000 shares of the Company's common stock totaling $32,500. Pursuant to
     the UGT Transaction, a former stockholder of UGT is entitled to receive
     30,000 shares of the Company's common stock for each installation and
     operation of the UGT Public Internet Access Terminal in 10 specific cities.
     Finally, the Company will issue an additional 300,000 shares of common
     stock for the development and successful testing of a beta system for
     in-room entertainment for the hospitality industry.

     This acquisition was recorded using the purchase method of accounting under
     APB No. 16. The Company will account for its 100% ownership interest in UGT
     using the purchase method of accounting under APB No. 16. The results of
     operations for the acquired company have been included in the consolidated
     financial results of the Company from the date of such transaction forward.
     At the date of the acquisition, UGT had a deficit equity balance totaling
     $4,065 therefore the purchase price amount in excess of fair value of net
     assets was allocated to goodwill totaling $36,565.

                                       30
<PAGE>
                            SHOWINTEL NETWORKS, INC.
               (FORMERLY MULTINET INTERNATIONAL CORPORATION, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.   FIXED ASSETS

     Fixed assets consist of the following as of December 31, 2002:

         Equipment                                    $ 119,325
         Furniture and fixtures                          16,358
         Leasehold equipment                              1,760
                                                      ---------
                                                        137,443
         Less: accumulated depreciation                  23,773
                                                      ---------

         Fixed assets, net                            $ 113,670
                                                      =========

4.   GOODWILL

     Goodwill totaling $36,565 consists of the purchase price amount in excess
     of fair value of net assets related to the acquisition of Uniguest of
     Tennessee, Inc. (see Note 2).

5.   NOTE RECEIVABLE

     On July 16, 2001, the Company entered into an agreement to loan a principal
     sum, with a maximum of $500,000, to See/Saw Communications, Inc., in
     exchange for a convertible promissory note, which is convertible to a
     10-15% membership interest in the entity. The President of See/Saw
     Communications, Inc. serves as a Advisory Board Member for the Company, see
     Note 8 and 9 for other transactions entered into with See/Saw
     Communications, Inc. The percentage of membership interest would be
     determined by the exercise date based upon the loan amount outstanding,
     with conversion rights executed before February 22, 2003, resulting up to a
     10% interest and execution after the said date would result up to a 15%
     interest. The note is due in yearly anniversary payments of interest at 8%
     per annum with the outstanding principal due on August 22, 2006. As of
     December 31, 2002, the Company had loaned $86,500 to this entity and
     recorded accrued interest of $4,769.

6.   DUE TO STOCKHOLDER

     Due to stockholder totaling $42,555 as of December 31, 2002 consisted of
     the following:

         Accrued wages for the Company's
           President and majority stockholder         $  21,000
         Unreimbursed expenses to the Company's
           President and majority stockholder            21,555
                                                      ---------

                                                      $  42,555
                                                      =========

                                       31
<PAGE>
                            SHOWINTEL NETWORKS, INC.
               (FORMERLY MULTINET INTERNATIONAL CORPORATION, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


7.   RELATED PARTY TRANSACTIONS

     On January 18, 2002, the Company entered into a management consulting
     agreement with several officers of See/Saw Communications, Inc. The
     President of See/Saw Communications, Inc. serves as a Advisory Board Member
     for the Company, see Note 3. The agreement provides for strategic planning
     and general business services for a period of one year in consideration of
     760,000 shares of the Company's common stock, to include 330,000 shares to
     the President of See/Saw Communications, Inc. The Company has valued this
     transaction at $494,000 or $0.65 per share which has been expensed during
     the year ended December 31, 2002.

     During the six month period ended June 30, 2002, the Company's
     President/stockholder had given 600,000 shares of the Company's common
     stock owned by him to various consultants for payment on consulting
     agreements entered into during 2001. The value of the shares at the
     consummation of these agreements were $0.65 per share which the Company has
     recorded a stock payable-related party totaling $535,950 for these shares
     to be issued in the future to the Company's President/stockholder as
     replacement. The Company has expensed $416,794 for the year ended December
     31, 2002 and $119,156 for the year ended December 31, 2001 for a total
     accumulated expense of $535,950 as of December 31, 2002. During November
     2002, the Company issued 600,000 shares of its common stock to the
     President/stockholder of the Company in satisfaction of the stock
     payable-related.

     During November 2002, the Company issued 2,000,000 shares of its common
     stock to the President/stockholder of the Company in satisfaction of due to
     stockholder totaling $323,303.

8.   CONSULTING SERVICES

     In October 2001, the Company entered into a consulting agreement with a
     company to provide financial public relations service for a period of
     twelve months in consideration for 250,000 restricted shares of it's common
     stock valued at $432,000. The Company valued this transaction by taking the
     average closing stock price five days before and after the date of the
     consulting agreement and then discounting by 10%. The Company believes that
     a 10% discount is appropriate considering the length of time for this
     consultant to have the ability to sell such shares in the future as a
     result of the restricted nature of the common stock and minimal historical
     daily trading volume for its common stock. The Company has recorded
     consulting expenses for $331,219 for the year ended December 31, 2002 and
     $100,781 for the period from April 19, 2001 through December 31, 2001 for a
     cumulative total of $432,000 as of December 31, 2002.

     In November 2001, the Company entered into a consulting agreement with a
     company to provide investor relations and advisory services for a period of
     twelve months in consideration for 350,000 restricted shares of it's common
     stock valued at $103,950. The Company valued this transaction by taking the
     average closing stock price five days before and after the date of the
     consulting agreement and then discounting by 10%. The Company believes that
     a 10% discount is appropriate considering the length of time for this
     consultant to have the ability to sell such shares in the future as a
     result of the restricted nature of the common stock and minimal historical
     daily trading volume for its common stock. The Company has recorded
     consulting expenses for $85,575 for the year ended December 31, 2002 and
     $18,375 for the period from April 19, 2001 through December 31, 2001 for a
     cumulative total of $103,950 as of December 31, 2002.

     In November 2001, the Company entered into a consulting agreement with a
     company to provide corporate finance and advisory services for a period of
     twelve months in consideration for warrants to purchase 1,000,000 shares of
     the Company's common stock with a weighted average exercise price of $1.00.
     The Company has valued this transaction at $350,000 in accordance with SFAS
     No. 123. The Company has recorded consulting expenses for $291,666 for the
     year ended December 31, 2002 and $58,334 for the period from April 19, 2001
     through December 31, 2001 for a cumulative total of $350,000 as of December
     31, 2002.

                                       32
<PAGE>
                            SHOWINTEL NETWORKS, INC.
               (FORMERLY MULTINET INTERNATIONAL CORPORATION, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


8.   CONSULTING SERVICES (continued)

     In May 2002, the Company issued 905,000 shares of the Company's common
     stock to various consultants for services valued at $316,750. The Company
     has recorded this transaction as consulting expense for the year ended
     December 31, 2002.

     In July 2002, the Company entered into a consulting agreement with a
     company ("Consulting Company") to provide marketing and consulting services
     in consideration of $30,000 per month renewable each month. In September
     2002, the Company did not renew the consulting agreement. However, the
     Company had compensated the Consulting Company for two months of consulting
     services with the issuance of 600,000 shares of the Company's common stock
     in satisfaction of $60,000 of services for the two months.

     In September 2002, the Company entered into a consulting agreement with a
     company to provide investor relations for a period of twelve months in
     consideration of 300,000 shares of the Company's common stock and warrants
     to purchase 200,000 shares of common stock with an weighted average
     exercise price of $0.75. The Company has valued this transaction at $25,000
     under SFAS No. 123. The Company has issued both the common stocks and
     warrants as of December 31, 2002. The Company has recorded expenses for
     $7,291 for the year ended December 31, 2002. The remaining amount of
     $17,709 has been included as part of prepaid consulting services totaling
     $35,018 as of September 30, 2002 and will be expenses over the remaining
     life of the agreement.

     In September 2002, the Company entered into a consulting agreement with a
     company to provide consulting and public relations for a period of thirteen
     months in consideration of 200,000 shares of the Company's common stock and
     warrants to purchase 300,000 shares of common stock with an weighted
     average exercise price of $0.75. The Company has valued this transaction at
     $25,000 under SFAS No. 123. The Company has issued both the common stocks
     and warrants as of September 30, 2002. The Company has recorded expenses
     for $7,691 for the year ended December 31, 2002. The remaining amount of
     $17,309 has been included as part of prepaid consulting services totaling
     $35,018 as of September 30, 2002 and will be expenses over the remaining
     life of the agreement.

9.   STOCKHOLDERS' EQUITY

     STOCK ISSUANCES - In April 2001, the Company issued 15,000,000 shares of
     its common stocks to its founder and President for cash consideration
     totaling $247,725 or $0.0165 per share.

     In April 2001, the Company issued 3,000,000 shares of its common stocks to
     its founder and President for past services rendered totaling $49,500 or
     $0.0165 per share, which has been recorded as an expense during 2001.

     In September 2001 as discussed in Note 1, the Company issued 2,431,000
     shares of its common stock for the acquisition of all the outstanding
     capital stock of Showintel Network, Inc. The Company recorded an expense of
     $2,431 during 2001 as a result of this transaction.

     In March and April 2002, the Company issued 760,000 shares of its common
     stock to various individuals of the See/Saw Communications, Inc. as
     discussed in Note 7.

     In May 2002, the Company issued 905,000 shares of its common stock to
     various consultants for consulting expense valued at $316,750.

     In June 2002, the Company issued 10,000 shares of its common stock related
     to the exercise of warrants at $0.50 per share.

     In July 2002, the Company issued 150,000 shares of its common stock for
     cash at $0.10 per share.

                                       33
<PAGE>
                            SHOWINTEL NETWORKS, INC.
               (FORMERLY MULTINET INTERNATIONAL CORPORATION, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


9.   STOCKHOLDERS' EQUITY (continued)

     STOCK ISSUANCES (CONTINUED) - In July 2002, the Company issued 2,000,000
     shares of its common stock for cash at $0.10 per share, net of offering
     cost of $20,000, through a common stock purchase agreement ("Stock Purchase
     Agreement"). Pursuant to the Stock Purchase Agreement, a provision provides
     for a put and call right. The put right gives the purchaser the right to
     sell all or portion of the common stock for a cash price of $0.19 per share
     during the period from April 3, 2003 through July 3, 2003. The call right
     gives the Company the right to purchase all or portion of the common stock
     for a cash price of $0.20 during the period from the date of the agreement
     through April 3, 2003. The Company's President and majority shareholder has
     personally guaranteed the provisions of the put right within the agreement
     in the event the Company's stock value is less than the required purchase
     price.

     In August and September 2002, the Company issued 1,100,000 shares of its
     common stock to various consultants for consulting expense valued at
     $85,000.

     In September 2002, the Company issued 200,000 shares of its common stock
     for a note receivable totaling $20,000. The Company determined that the
     note was uncollectible and wrote off the entire balance for the year ended
     December 31, 2002.

     In November 2002, the Company issued 500,000 shares of its common stock for
     the acquisitions of Uniguest of Tennesse, Inc., as discussed in Note 2.

     In November 2002, the Company issued 2,000,000 and 600,00 shares of its
     common stock to the President/stockholder of the Company in satisfaction of
     due to stockholder and stock payable-related party, respectively, as
     discussed in Note 7.

     In November 2002, the President/stockholder returned 362,000 shares of
     common stock to the Company which the Company cancelled.

     STOCK WARRANTS - As discussed in Note 8, the Company issued warrants to a
     consultant to purchase 1,000,000 shares of the Company's common stock at an
     exercise price of $0.50 and $1.50, respectively. These warrants were
     exercisable upon issuance and expire November 12, 2004. The following table
     summarizes the Company's stock warrants activity:

                                                      NUMBER        WEIGHTED
                                                        OF           AVERAGE
                                                      SHARES     EXERCISE PRICE
                                                    ----------   --------------
         Balance, April 19, 2001                            --           --
              Warrants granted and assumed           1,000,000         1.00
              Warrants expired                              --           --
              Warrants canceled                             --           --
              Warrants exercised                            --           --
                                                    ----------       ------

         Balance, December 31, 2001                  1,000,000         1.00
              Warrants granted and assumed             500,000         0.65
              Warrants expired                              --           --
              Warrants canceled                             --           --
              Warrants exercised                        10,000         0.50
                                                    ----------       ------

         Balance, December 31, 2001                  1,490,000       $ 0.72
                                                    ==========       ======

                                       34
<PAGE>
                            SHOWINTEL NETWORKS, INC.
               (FORMERLY MULTINET INTERNATIONAL CORPORATION, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


9.   STOCKHOLDERS' EQUITY (continued)

     STOCK WARRANTS (CONTINUED) - The Company estimates the fair value of these
     warrants granted to the consultant by using the Black-Scholes option
     pricing-model with the following assumptions used for grants and 2002 using
     specific grant dates; no dividend yield; expected volatility of 428.19%;
     risk free interest rates of 2.52%; and expected lives of 2 years for all
     non-employee stock warrants. Accordingly, the Company valued the consulting
     services under SFAS No. 123 relating to the warrants that became
     exercisable upon grant in 2002 and 2001 for $25,000 and $350,000,
     respectively. The Company expensed $299,196 for the year ended December 31,
     2002 and $58,334 for the period from April 19, 2001 (Inception) through
     December 31, 2001, for a cumulative total of $357,530. The remaining amount
     of $17,470 has been included as part of prepaid consulting services
     totaling $35,018 as of December 31, 2002 and will be expensed over the
     remaining life of the agreement.

     The following table summarizes information about warrants granted during
     the year ended December 31, 2002:

<TABLE>
<CAPTION>
                                EXERCISE PRICE
                              EQUALS, EXCEEDS OR
             NUMBER OF         IS LESS THAN MKT.                           WEIGHTED         WEIGHTED
         WARRANTS GRANTED       PRICE OF STOCK           AVERAGE           RANGE OF         AVERAGE
            DURING 2002         ON GRANT DATE        EXERCISE PRICE     EXERCISE PRICE     FAIR VALUE
            -----------         -------------        --------------     --------------     ----------
<S>                             <C>                  <C>               <C>                 <C>
                   --               Equals               $   --        $   -- to $   --      $   --
              500,000              Exceeds               $ 0.65        $ 0.25 to $ 0.50      $ 0.05
                   --             Less Than              $   --        $   -- to $   --      $   --
             --------                                    ------        ----------------      ------

              500,000                                    $ 0.65        $ 0.25 to $ 0.50      $ 0.05
             ========                                    ======        ================      ======
</TABLE>

     The following table summarizes information about warrants granted for the
     period from April 19, 2001 (Inception) through December 31, 2001:

<TABLE>
<CAPTION>
                                EXERCISE PRICE
                              EQUALS, EXCEEDS OR
             NUMBER OF         IS LESS THAN MKT.                           WEIGHTED         WEIGHTED
         WARRANTS GRANTED       PRICE OF STOCK           AVERAGE           RANGE OF         AVERAGE
            DURING 2002         ON GRANT DATE        EXERCISE PRICE     EXERCISE PRICE     FAIR VALUE
            -----------         -------------        --------------     --------------     ----------
<S>                             <C>                  <C>               <C>                 <C>
                    --              Equals               $   --        $   -- to $   --      $   --
             1,000,000             Exceeds               $ 1.00        $ 1.00 to $ 1.00      $ 0.35
                    --            Less Than              $   --        $   -- to $   --      $   --
            ----------                                   ------        ----------------      ------

             1,000,000                                   $ 1.00        $ 1.00 to $ 1.00      $ 0.35
            ==========                                   ======        ================      ======
</TABLE>

                                       35
<PAGE>
                            SHOWINTEL NETWORKS, INC.
               (FORMERLY MULTINET INTERNATIONAL CORPORATION, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


10.  COMMITMENTS AND CONTINGENCIES

     LEGAL PROCEEDINGS - During February 2002, a company alleged claims against
     the Company for non-payment related to a consulting services agreement. The
     Company was unable to secure adequate financing to engage the consultant
     and no services were rendered however the consultant claims payments
     totaling $93,000 remain due. A default judgement was entered un favor of
     the consultant however execution of the judgment has not occurred due to
     misidentification of the Company. The Company intends to fully defend
     against these claims.

     During September 2002, a company alledged it entered into a loan agreement
     with the Company during February 2002 totaling $54,000. The Company is
     defending on the basis the Company issued 89,000 shares of common stock in
     consideration of this balance. The Company is negotiating this balance and
     has recognized a liability of $25,000 as loan payable.

     OPERATING LEASE - The Company is subject to an operating lease for an
     office. Due to a default on the scheduled monthly payments the Company does
     not occupy the office space however may be subject to the terms under a
     non-cancelable operating lease if the space is not leased. For the period
     from April 19, 2001 through December 31, 2002, total rent expense for the
     leased office approximated $53,200.

     Future minimum rental payments required under the operating lease for the
     facility as of December 31, 2002 are as follows:

          YEAR
          2003                                            $  19,829
          2004                                               36,825
          2005                                               41,681
          2006                                               18,210
                                                          ---------

                                                          $ 116,544
                                                          =========

11.  SUBSEQUENT EVENTS

     During February 2003, the Company issued 177,000 shares of the Company's
     common stock in consideration of consulting services totaling $19,470.

     During February 2003, the Company issued 300,000 shares of the Company's
     common stock to a consultant in consideration of services totaling $30,000.

     During March 2003, the Company issued 200,000 shares of the Company's
     common stock to a consultant in consideration of services totaling $20,000.

     During March 2003, the Company issued 30,000 shares of the Company's common
     stock in consideration of $3,000.

                                       36
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

N/A

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

The name, age, and respective position David Lott, the sole officer and director
of Showintel is set forth below. Mr. Lott shall serve until the next annual
meeting of Showintel stockholders or until other officers and directors are duly
elected and qualified. Directors are elected for a one-year term at the annual
stockholders' meeting. Officers hold their positions at the will of the board of
directors, absent any employment agreement, of which none currently exist or are
contemplated. There are no arrangements, agreements or understandings between
non-management shareholders and management under which non-management
shareholders may directly or indirectly participate in or influence the
management of Showintel's affairs. Legal proceedings involving David Lott are as
disussed above at Item 3.

DAVID LOTT, AGE 45, SOLE OFFICER AND DIRECTOR

Mr. Lott has 20 years experience in business development and management. In
addition to his responsibility to SHOWINTEL NETWORKS, Mr. Lott is President and
founder of Daody Management, Inc (DMI). DMI is a warehousing and storage
management company in the Greater Memphis area of Tennessee and encompasses
properties in several locales of southern Texas. Properties under his management
include the Canon Computer Distribution Warehouse and PanAm Flight Training
Academy. Mr. Lott developed this large real estate, storage and management
company from the ground up. In 1982 he founded and operated Landscapes
Unlimited, Inc. as its President. Landscapes Unlimited, Inc. was a top 50
company in commercial landscape contracting and management. He orchestrated the
company's sale to industry leader Orkin International in 1994. Mr. Lott brings
to SHOWINTEL NETWORKS his broad entrepreneurial and practical experience in all
facets of corporate development and management.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Section 16(a) of the Securities Exchange Act of 1934 requires the Registrant's
directors, certain officers and persons holding 10% or more of the Registrant's
common stock to file reports regarding their ownership and regarding their
acquisitions and dispositions of the Registrant's common stock with the
Securities and Exchange Commission. Such persons are required by SEC regulations
to furnish the Registrant with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to
the registrant under Rule 16a-3(d) during fiscal 2002, Form 5 with respect to
fiscal 2002, and certain written representations from executive officers and
directors, the Registrant is aware that Mr. Lott inadvertently failed to file a
Form 4 reflecting changes in beneficial ownership. Such forms are now in the
process of being prepared for filing with the SEC.

                                       37
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.

<TABLE>
<CAPTION>
                                          Summary Compensation Table
-----------------------------------------------------------------------------------------------------------------------------
                                             Annual compensation                       Long Term compensation
                                       -------------------------------  -----------------------------------------------------
                                                                                  Awards                     Payouts
                                                                        --------------------------   ------------------------
                                                                        Restricted     Securities
                                                          Other annual    stock        underlying      LTIP       All other
    Name and principal                 Salary    Bonus    compensation   award(s)     options/SARs    payouts    compensation
         position            Year        ($)      ($)         ($)          ($)            (#)           ($)          ($)
           (a)                (b)        (c)      (d)         (e)          (f)            (g)           (h)          (i)
-------------------------    -----     ------    -----    ------------  ----------    ------------    -------    ------------
<S>                          <C>       <C>       <C>      <C>           <C>           <C>             <C>        <C>
David V Lott.  (sole          2002        0        0           0         2,000,000         0             0            0
Officer and Director)                              0           0                 0         0             0            0
</TABLE>

EMPLOYMENT AGREEMENT.

At the filing of this document there are no written employment agreements in
place.

OTHER COMPENSATION.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors, or employees of Showintel in the event of retirement at
normal retirement date as there is no existing plan provided for or contributed
to by Showintel. No remuneration is proposed to be paid in the future directly
or indirectly by Showintel to any officer or director since there is no existing
plan which provides for such payment, including a stock option plan.

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

The following table sets forth certain information as of December 31, 2002, with
respect to the beneficial ownership of common stock by (i) each person who to
the knowledge of the Company, beneficially owned or had the right to acquire
more than 5% of the outstanding common stock, (ii) each director of the Company
and (iii) all executive offices and directors of the Company as a group.

Title of      Name and Address                  Amount of            Percent
 Class       of Beneficial Owner           Beneficial Ownership      of Class
 -----       -------------------           --------------------      --------

Common     David V. Lott Living                 15,207,000            50.39%
           Trust. (Officer/Director)
           1701 Tall Forrest Lane
           Collierville TN  38017

Common     Hope Christian                        1,800,000             5.96%
           Community Foundation
           5100 Poplar Avenue
           Suite 2412
           Memphis, TN 38137

Common     Mammoth Corporation                   2,500,000             8.28%
           1 First Bank Plaza
           Suite 205
           Lake Zurich, IL  60057

Common     LaJolla Cove Investors                2,000,000             6.63%
           7817 Herschel Avenue
           Suite 200
           LaJolla, CA  92037

Common     All Officers and Directors           15,207,000            50.39%
             as a Group

                                       38
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the last two years, other than as set forth below, there has not been any
transaction, or proposed transactions, to which Showintel was or is to be a
party, in which any of the officers, directors, key employees, or 5% or greater
shareholders, had or are to have a direct or indirect material interest.

(1)  On November 17, 2002, restricted stock representing 2,000,000 was issued to
     David Lott at a price of approximately $.165 per share for the conversion
     and cancellation of debt in the amount of three hundred twenty-three
     thousand dollars ($323,000.00) owed to Mr. Lott for loans to the Company.

To the best of the Company's knowledge, there are no legal actions against any
of the parties regarding Security violations, business or banking activities nor
has any party filed bankruptcy.

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

REPORTS ON FORM 8K

The following documents are hereby incorporated by reference in this 10KSB.

FINANCIALS

     a)   Pro Forma Financials (Incorporated by reference in Company's 10QSB
          filing filed on 11/26/02)

     b)   Audited Financials for December 31, 2001 (Included in Item 7 of this
          10KSB filing)

EXHIBITS

 10.1     Master License Agreement between Minataur Productions, Inc. and
          Showintel Networks, Inc. (January 21, 2002, )

 99.1     Certification of David V. Lott

                                   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.

                                        SHOWINTEL NETWORKS, INC.


                                        By /s/ David V. Lott
                                           ----------------------------------
                                           David V. Lott,
                                           Sole Officer and Director.

Date: May 23, 2003

                                       39
<PAGE>
                                  CERTIFICATION
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
        (SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF TITLE 18,
                               UNITED STATES CODE)


I, David V. Lott, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Showintel Networks,
     Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this annual report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   As the registrant's certifying officer, I am responsible for establishing
     and maintaining disclosure controls and procedures (as defined in Exchange
     Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the
     registrant's board of directors (or persons performing the equivalent
     functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     annual report whether there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: May 23, 2003

/s/ David V. Lott
--------------------------
David V. Lott
President

                                       40