SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark One)

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended FEBRUARY 29, 2004

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

OMNINET INTERNATIONAL LTD.
------------------------------------------------------
(Exact name of registrant as specified in its charter)

OMNINET INTERNATIONAL LTD.
(Translation of Registrant's name into English)

BERMUDA
(Jurisdiction of incorporation or organization)

Warner Building
85 Reid Street
Hamilton, Bermuda HM 12
(Address of principal executive offices)

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

Securities registered or to be registered pursuant to Section 12(b) of the Act.
None.

Securities registered or to be registered pursuant to Section 12(g) of the Act

Title of each class Name of each exchange on which registered
------------------------ -----------------------------------------
Common Stock, OTC Bulletin Board
U.S. $0.000167 Par Value

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act. None.

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

14,138,065 shares of common stock as of February 29, 2004.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 [ ]

Indicate by check mark which financial statement item the registrant has elected
to follow.

Item 17 [ ] Item 18 [X]

INTRODUCTION

The following paragraphs contain certain forward looking statements,
which are within the meaning of and made pursuant to the Safe Harbor provisions
of the Private Securities Litigation Reform Act of 1995. The forward looking
statements include, without limitation, those regarding the prospects for and
factors affecting future revenues and profitability, likelihood of additional
financing, marketing, and cash requirements for future operations. Readers are
cautioned that forward looking statements involve risks, uncertainties, and
factors that may affect the Company's business and prospects, including without
limitation those described below as well as the risks associated with the nature
of competition; technological developments; and effective marketing; all as
discussed in the Company's filings with the U.S. Securities and Exchange
Commission.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT, AND ADVISORS

Not Applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA.

The following table summarizes our selected consolidated financial data
and operating information for the previous three years. Our financial statements
are stated in United States dollars.

The following selected consolidated financial data for the years ended
February 29, 2004, February 28, 2003, and February 28, 2002 has been derived
from our audited Consolidated Financial Statements included elsewhere in this
Annual Report. The information should be read in conjunction with the
Consolidated Financial Statements and Notes and management's discussion of
operations appearing elsewhere in this Annual Report.

Our Consolidated Financial Statements have been prepared in accordance
with United States generally accepted accounting principles.

YEAR ENDED YEAR ENDED, YEAR ENDED
FEBRUARY 29, FEBRUARY 28, FEBRUARY 28,
2004 2003 2002
------------ ------------ ------------

Revenues $ -- $ -- $ --
Bad debt expense -- -- --
Selling, general and administrative expenses $(60,040) $(97,006) $(138,255)
Operating loss from continuing operations $(60,040) $(97,006) $(138,255)
Loss from discontinued operations -- - --
---------- ---------- ----------
Net loss $(60,040) $(97,006) $(138,255)
========= ========= =========
Net loss per share
Continuing operations $(0.005) $(0.012) $(0.018)
Discontinued operations -- -- --
Total - Basic and diluted $(0.005) $(0.012) $(0.018)
========= ========= =========
BALANCE SHEET DATA:
Working capital $(39,312) $(289,955) $(206,449)
Total assets $ 5,528 $ 7,019 $ 1,146
Total liabilities $ 44,840 $ 296,974 $ 207,595
Total Shareholders' Equity/(Deficit) $(39,312) $(289,955) $(206,449)

A. CAPITALIZATION AND INDEBTEDNESS.

Not applicable.

B. REASONS FOR THE OFFER AND USE OF PROCEEDS.

Not applicable.

C. RISK FACTORS.

THE COMPANY HAS IDENTIFIED THE FOLOWING RISK FACTORS AS SIGNIFICANT. THE ORDER
IN WHICH THEY APPEAR IS NOT INTENDED TO REFLECT OUR MANAGEMENT'S PRIORITIZING OF
SUCH RISKS.

FORWARD LOOKING STATEMENTS. This Annual Report on Form 20-F may contain
forward-looking statements. Additional written and oral forward-looking
statements may be made by us from time to time in SEC filings and otherwise.
Results predicted by forward-looking statements, including, without limitation,
those relating to our future business prospects, revenues, working capital,
liquidity, capital needs, interest costs, and income are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those indicated in the forward-looking statements, due to the following
factors, among other risks and factors identified from time to time in our
filings with the SEC.

WE HAVE A HISTORY OF LOSSES AND CANNOT BE CERTAIN TO ACHIEVE POSITIVE
CASH FLOW. For the year ended February 29, 2004, we had a net loss of $60,040.
For the year ended February 28, 2003, we had a net loss of $97,006. And for the
year ended February 28, 2002, we had a net loss of $138,255. In addition, we had
an accumulated deficit of $1,506,755 through February 29, 2004. At present we do
not have any revenue producing operations and we anticipate monthly operating
expenses of approximately $2,000, including administration, listing and audit
costs but excluding any litigation.

Even if we acquire an operating entity, we cannot be certain that we
will achieve or sustain positive cash flow or profitability from our operations.
Our net losses and negative cash flow are likely to continue even longer than we
currently anticipate if we do not acquire a viable operating entity and if we do
not attract and retain qualified personnel. Our ability to achieve our
objectives is subject to financial, competitive, regulatory, legal, technical
and other factors, many of which are beyond our control.

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO ASSESS PAST
PERFORMANCE AND FUTURE PROSPECTS. There is only limited historical operating and
financial information on which to base an evaluation of our performance and
prospects. We have acquired and disposed of one company since our inception in
March 1998. Any company which we may acquire in the future may be in a
completely different business than the company that we previously owned. This
limits the comparability of our operating and financial information from period
to period.

WE ARE SUBJECT TO RISKS AS WE MAKE ACQUISITIONS AND ENGAGE IN STRATEGIC
ALLIANCES. As part of our business strategy, we intend to acquire, make
investments in, or enter into strategic alliances with as yet unidentified
operating companies. Any such future acquisitions, investments or strategic
alliances would involve risks, such as:

- incorrect assessment of the value, strengths and weaknesses of
acquisition and investment opportunities;

- underestimating the difficulty of integrating the operations and
personnel of newly acquired companies with other companies we may
acquire;

- the potential disruption of any ongoing business, including possible
diversions of resources and management time; and

- the threat of impairing relationships with employees and customers
as a result of changes in management or ownership.

We cannot assure you that we will be successful in overcoming these
risks. Moreover, we cannot be certain that any desired acquisition, investment
or strategic alliance could be made in a timely manner or on terms and
conditions acceptable to us. Neither can we assure you that we will be
successful in identifying attractive acquisition candidates. We expect that
competition for such acquisitions may be significant. We may compete with others
who have similar acquisition strategies, many of whom may be larger and have
greater financial and other resources than us.

An additional risk associated with acquisitions is that many attractive
acquisition candidates do not have audited financial statements and have varying
degrees of internal controls. Although we may believe that the available
financial information for a particular business is reliable, we cannot guarantee
that a subsequent audit would not reveal matters of significance, including with
respect to liabilities, contingent or otherwise. We expect that, from time to
time in the future, we will enter into acquisition agreements, the pro forma
effect of which is not known and cannot be predicted.

WE DO NOT EXPECT TO PAY DIVIDENDS. We do not anticipate paying cash
dividends in the foreseeable future.

RISKS INHERENT IN INTERNATIONAL OPERATIONS. We are not currently
conducting business. In the future, however, we may acquire an operating company
located outside of the United States. If we acquire a non-U.S. operating
company, it is possible that a substantial portion of our business may be
conducted outside of the United States. In this event, our operations could be
subject to various risks such as the possibility of the loss of revenue,
property or equipment due to expropriation, nationalization, war, insurrection,
terrorism or civil disturbance, the instability of foreign economies, currency
fluctuations, and devaluations, adverse tax policies and governmental activities
that may limit or disrupt markets, restrict payments or the movement of funds or
result in the deprivation of contract rights. Additionally, our ability to
compete could be adversely affected by foreign governmental regulations that
encourage or mandate the hiring of local contractors, or by regulations that
require foreign contractors to employ citizens of, or purchase supplies from
vendors in, a particular jurisdiction. We could also be subject to taxation in a
number of jurisdictions, and the final determination of our tax liabilities
might involve the interpretation of the statutes and requirements of various
domestic and foreign taxing authorities. Any of these risks could have an
adverse effect on our operations.

DEPENDENCE ON KEY EMPLOYEES. Our growth and profitability are dependent
upon, among other things, the abilities and experience of our management team
including Mr. Eric F. Kohn, our President, Treasurer, Chairman and Director. If
the services of Mr. Kohn or our other directors or executive officers became
unavailable, our business, financial condition and results of operations could
be adversely affected.

RIGHTS OF SHAREHOLDERS UNDER BERMUDA LAW. We are incorporated under the
laws of Bermuda. Principles of law relating to such matters as the validity of
corporate procedures, the fiduciary duties of our management and directors and
the rights of our shareholders, are governed by Bermuda law and our Memorandum
of Association and By-laws. Such principles of law may differ from those that
would apply if we were incorporated in a jurisdiction in the United States. In
addition, there is uncertainty as to whether the courts of Bermuda would enforce
(i) judgments of United States courts obtained against us or our officers and
directors predicated upon the civil liability provisions of the securities laws
of the United States or any state or (ii) in original actions brought in
Bermuda, liabilities against us or such persons predicated upon the securities
laws of the United States or any state.

ITEM 4. INFORMATION ON THE COMPANY.

A. HISTORY AND DEVELOPMENT OF THE COMPANY.

We were originally organized under the laws of Bermuda on March 24,
1998 under the legal name, "Omninet International Ltd." The term of the Company
is perpetual. We amended our memorandum of association on June 30, 1998 in order
to increase the amount of our authorized common stock to 25,000,000 shares, par
value $0.001. On April 10, 2000, we further amended our memorandum of
association to increase the amount of our authorized common stock to 150,000,000
shares, par value $.000167.

We are a Bermuda exempted company. A Bermuda exempted company is
legislatively exempt from Bermuda's usual requirement that Bermuda-formed
businesses be 60% owned by Bermuda citizens. A Bermuda exempted company may
reside in Bermuda, but must carry on its business transactions in other
countries. Bermuda exempted companies may not hold real estate in Bermuda. There
is no income tax, withholding tax, capital gains tax, capital transfer tax,
estate duty or inheritance tax payable by a Bermuda exempted company or its
shareholders, other than shareholders ordinarily resident in Bermuda.

A Bermuda exempted company is required to pay an annual fee to the
Bermuda Registrar by January 31 of each year. Annual fees are calculated based
upon the exempted company's assessable capital (authorized share capital plus
any share premiums) as of August 31 of the prior year. Exempted companies with
assessable capital of between $0 - $12,000, $12,001 - $120,000 and $120,001 -
$1,200,000 must pay fees of $1,780 , $3,635 and $5,610, respectively. Annual
fees continue to increase as the amount of assessable capital increases above
$1,200,000. As of August 31, 2003, we had assessable capital of $25,000
(150,000,000 authorized shares of common stock with par value of $.000167).
Accordingly, our annual fee for the Year 2004 was $3,635. If an exempted company
fails to timely pay its annual fee, the Bermuda Registrar will charge that
company $300 as a late fee in addition to the annual fee. In extreme cases, the
Bermuda Registrar may cause the exempted company's charter to be suspended or
revoked so that it is no longer permitted to operate in Bermuda.

In addition, a Bermuda exempted company may apply under the Exempted
undertakings Tax Protection Act, 1966 for an assurance from the Bermuda
government that any tax imposing legislation will not be applied to the company
until after March 2016. We were granted such tax assurance on March 30, 1998.

Except as described above, we are subject to the laws and regulations
applicable to Bermuda-based corporations. Although Bermuda law at present is
structured to encourage foreign investment, there can be no assurance that
future laws and regulations will not have a negative impact on our operations.
See also "Risks Inherent in International Operations" in Item 3.D. above. At
present, we are not aware of any special country risks, such as existing or
probable government regulations, that could materially affect our operations.

B. BUSINESS OVERVIEW.

We are a development stage company. We are not presently engaged in any
business. Our only plan of operation is seeking a viable business or businesses
to acquire. At present, we have not identified another business suitable for
acquisition. Over the next 12 months, we intend to continue our search to
acquire an operating entity.

In general, we intend to identify potential acquisitions through
research and referrals. Once identified, we will screen the target to determine
whether or not it might be suitable for acquisition. The initial screening will
consist of an evaluation of the candidate's potential, which may include factors
such as estimated future growth of the candidate's industry. If a company is
identified as a potential target, we will conduct a detailed analysis of the
cost of acquisition, the target's fair market value, the prospective rate of
return on an investment in the target and the likelihood of achieving such
return. The detailed analysis may vary for each target and include criteria such
as an evaluation of the target against comparable companies in the same
industry, scrutiny of the target's financial condition and future earnings
potential and discounted cash flow analysis. Target evaluations are conducted
without the use of outside experts or analysts. We are particularly interested
in identifying and acquiring an Internet-related business due to the recent
growth in that industry, however, a more detailed plan of operations is not
available because we are not engaged in any particular business and because we
have not identified a suitable acquisition target. If we decide that a company
is a suitable acquisition candidate, we anticipate that we will enter into an
agreement to acquire such target, subject to obtaining any financing and
approvals necessary to carryout the transaction.

We will need additional financing or future profitability to continue
as a going concern. We will also need additional capital in order to acquire an
operating company. We plan to raise such funds through a private placement of
common stock or by borrowing from a lending institution. There can be no
assurance that we will be able to raise such funds. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations" on page 8.

Since our formation, we have explored entering into certain businesses
but commenced operations in only one business. In particular:

- In the Spring of 1998, we explored providing Internet services to
users in the United Kingdom. On July 2, 1998, we acquired all of the
issued and outstanding shares (254,453 shares) of the common stock of
Colloquium Ltd., a Scotland based provider of connectivity and
value-added Internet services to the United Kingdom, in exchange for
954,964 shares of our common stock.

- Colloquium generated net operating losses from the date of its
acquisition until May 26, 1999. As Colloquium's losses increased, it
became clear that additional financing would be required in order to
fund its operations, and we were not certain when, if ever, Colloquium
would achieve profitability. These factors, among others, led to
disagreement between our management and that of Colloquium. In order
to avoid continuing liabilities, our Board of Directors determined to
sell Colloquium even if that involved realizing a one-time loss. On
May 26, 1999, we contributed $24,000 to the capital of Colloquium and
thereafter sold all of the issued and outstanding shares of Colloquium
to Brian McMillan and others in exchange for 479,988 of our shares
held by them. We incurred a loss upon the sale of Colloquium because
Colloquium's poor operating performance negatively impacted the
subsidiary's value.

- On September 8, 1998, we entered into a Plan and Agreement of Merger

- Reorganization with E&M Management, Inc. whereby, subject to
numerous terms and conditions, E&M was to be merged with and into us
and we would be the surviving corporation. E&M was a development stage
company originally incorporated in Nevada on November 2, 1992. E&M was
not engaged in any operations; however, trades in E&M's common stock
were quoted on the OTC Bulletin Board. As of October 15, 1999, E&M had
not obtained the requisite approval of the merger by its shareholders
as required by Nevada law and, on November 2, 1999, the companies
terminated the merger agreement by executing a Mutual Termination
Agreement and Release. We do not believe that we incurred any
liabilities as a result of termination of the merger agreement.

- During the fiscal year ended February 28, 2002, we entered into
negotiations for the acquisition of an Australian software company.
Because basic terms could not be agreed upon with that company's
management, we terminated our negotiations for such transaction before
any letter of intent or other agreements were prepared or executed.

- During the fiscal years ended February 28, 2003 and February 29,
2004, we explored the acquisition of several companies, however, no
formal negotiations or agreements were entered into.

C. ORGANIZATIONAL STRUCTURE.

We are not a member of any group of companies. As of February 29, 2004,
67.56% of our issued and outstanding stock will be owned by our director and
president, Eric F. Kohn. We do not presently have any subsidiaries, although if
we are successful in implementing our plan of operation and identifying a
company to acquire, we may form or acquire one or more subsidiaries for such
acquisition.

D. PROPERTY, PLANT, AND EQUIPMENT.

We do not own any material property, plant, or equipment. We have no material
assets except for cash in the amount of $2,250 and a prepayment of $3,278 as of
February 29, 2004. We have no office facilities or real property holdings. Our
registered office is located at the offices of

Atlantic Corporate Management, Warner Building, 85 Reid Street, Hamilton,
Bermuda HM 12. Our registered office address is provided by Atlantic Corporate
Management Ltd., our corporate Secretary, in exchange for an annual fee of
$4,000. Atlantic Corporate Management Ltd. can terminate this arrangement for
any reason at 120 days notice. We believe that our existing arrangement is
adequate to meet our current needs.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OPERATING RESULTS

The following discussion is based on our audited financial data for the
years ended February 29, 2004, February 28, 2003, and February 28, 2002. In the
period between July 2, 1998 and May 26, 1999, we were engaged in the business of
providing connectivity and value added Internet services through our subsidiary
Colloquium. We discontinued our Internet-related operations on May 26, 1999 when
we sold Colloquium due to increasing net operating losses. We are not presently
engaged in that or any other business, and our sole activity is seeking
operating companies to acquire. We have not begun new operations since selling
Colloquium because we have not acquired another operating entity.

The Company's expenses are primarily administrative in nature and
include professional fees, management fees, legal fees, and transfer agent fees.
Our general and administrative expenses decreased from $97,006 in 2003 to
$60,040 in 2003 primarily due to our cessation of litigation against Colloquium
and curtailment of litigation proceedings with related Colloquium matters.
Similarly, our net loss for 2004 was $60,040 compared to a net loss in 2003 of
$97,006.

Operating activities absorbed cash of $270,460 in the year ended
February 29, 2004, compared to $752 used in the year ended February 28, 2003.
This amount was used primarily for the payment of debts accrued by the Company
during prior periods for administrative expenses, including accounting and legal
Net Cash provided by financing activities was $268,970 in the year ended
February 29, 2004, $3,346 in the year ended February 28, 2003, and $104,360 in
the year ended February 28, 2002. The $268,970 financed in the year ended
February 29, 2004 was provided by our President, Eric F. Kohn.

Our working capital (deficit), defined as the excess of our current
assets over our current liabilities, was ($39,312) at February 29, 2004,
compared with ($289,955) at February 28, 2003 and $(206,449) at February 28,
2002.

B. LIQUIDITY AND CAPITAL RESERVES

As of February 29, 2004, our total cash and cash equivalents was $2,250
and our total current assets were $5,528 and our current liabilities were
$44,840. At the prior year end of February 28, 2003, total cash and cash
equivalents was $3,740 and our current liabilities were $296,974. Total net
proceeds from the sale of equity securities in the period between our formation
and February 29, 2004 has amounted to approximately $930,627.

During fiscal year 2004, the Company derived most of its operating
capital from increasing indebtedness in the form of loans from our president and
chairman, Eric F. Kohn. These loans were subsequently converted for shares of
the Company's common stock. We have

no planned capital expenditure at this time, however, the implementation of our
business plan will require additional capital.

We will require additional capital for future acquisitions and we plan
to raise such capital through private offerings of securities. There can be no
assurance that we will be able to raise such funds. Future private offerings may
not be successful.

We do not presently have any borrowing facility established with a
financial institution. We will require additional capital to fund our operations
in the future. We anticipate raising such additional capital through a private
offering of our securities or by borrowing from a lending institution.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

Not applicable.

D. TREND INFORMATION

Not applicable.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

The following sets forth the name of our directors, executive officers
and key employees, the positions and offices held by each such person, and the
period each such person has held such position.

Name Position Held and Term
- ---- ----------------------
Eric F. Kohn, TD President and
Treasurer since May 12,
2000; Chairman and Director
since March 24, 1998.

Marlin J. Horst Director since March 24, 1998.

Jeffrey G. Conyers Director since May 20, 1999.

Michael R. Schroter Director since May 20, 1999.

Forum Fund Services Ltd. Secretary from May 12, 2000 through
December 31, 2003.

Atlantic Corporate Management Secretary from January 1, 2004.

The following is a description of the business experience and other
positions held by each of our directors and key employees.

Eric F. Kohn, TD - Mr. Kohn was born in 1945 and is a UK citizen. He obtained a
BSc in Natural Sciences from the University of Glasgow. He is a Fellow of the
British Institute of Management, the Chartered Institute of Marketing and the
Institute of Directors. He is the Managing Partner of Barons Financial Services,
an Investment Banking Advisory Firm based in Geneva and London which he founded
in 1987. He has had thirty years of experience in industrial marketing,
manufacturing and management in Europe and the US. He worked for Sulzer AG in
its medium-term planning department and subsequently became European Sales
Executive for a division of J Lucas (Germany) GmbH before founding his own group
of companies in 1972 in West Germany. In 1983 he sold his group of companies to
a US public company and remained Chairman until 1995. He then joined Bankers
Trust where he was responsible for Corporate Finance in Switzerland, Germany and
Italy. From November 1987 until November 1990, he served on the Board of Holmes
Protection Group, a Delaware corporation listed on the London Stock Exchange. In
September 1991, Mr. Kohn was elected Chief Executive Officer and Vice Chairman
of Holmes Protection Group, Inc., based in New York. He resigned as Chief
Executive Officer of Holmes Protection in May 1993 and remained a Director until
July 1994. In March 2000 he was elected Chairman and Chief Executive Officer of
OmniLabs Group Ltd., a leading private pathology company headquartered in
London, with operations in Stevenage, London, Dublin and Kuwait, which he helped
restructure and recapitalize. He relinquished the Chief Executive Officer of
OmniLabs Group in March 2001, and remained Chairman until December 2001, when
OmniLabs Ltd was sold to Medical Imaging Australasia Ltd., an Australian
publicly quoted company. Mr. Kohn served as a senior officer in the British
Reserve Army and was awarded a Territorial Decoration with three bars. In July
2003 Mr. Kohn was appointed to the Supervisory Board of dba, a German airline.

Marlin J. Horst - Mr. Horst was born in 1961 and is a Canadian citizen. He
received his B.A. and LL.B from the University of Western Ontario in London,
Ontario, Canada and his LL.M from Cambridge University in Cambridge, England. He
was called to the Bar for the Province of Ontario in 1989 and Bermuda in 1997.
He has practiced law in Canada and Bermuda. He practices with the firm of
Chaitons LLP in Toronto, Ontario where he specializes in corporate finance,
commercial lending and restructuring. He sits on the board of Omninet
International Ltd. as well as several privately held corporations.

Michael R. Schroter FCA - Mr. Schroter was born in 1941 and is a UK citizen. He
is Executive Vice President and Secretary of First Bermuda Group Ltd. (formerly
First Bermuda Securities Limited). He is a 1963 graduate of the University of
Manchester, a Fellow of the Institute of Chartered Accountants in England and
Wales and an Associate Member of the Institute of Management Consultants (U.K.).
He began his professional career as a director of his family's international
group of companies within the apparel industry. Mr. Schroter subsequently formed
his own management consultancy firm, acting for numerous major organizations,
including 3i (E.S.), a subsidiary of the U.K.'s largest merchant bank and the
Arts Council of Great Britain. Mr. Schroter came to Bermuda in 1991 and serves
as a Director of several companies The following of which are listed on the
Bermuda Stock Exchange - Ashby Corporation Ltd., IRMA Envirotec Holdings Ltd.,
PVAXX Ltd., British Security Group Ltd., and Yachts of the Americas Ltd.

Jeffrey G. Conyers - Mr. Conyers is Chief Executive Officer of First Bermuda
Group Ltd. He is also a Director of Offshore Investment Fund. He is a 1975
graduate of Trinity College, University of Toronto. He began his professional
career as a stockbroker with McLeod, Young & Weir and MacDougall, MacDougall &
MacTier in Toronto. Returning to Bermuda in 1985, Mr. Conyers joined the Bank of
Bermuda as an Assistant Manager where his focus was investments and trusts. A
founding Executive Council Member and now a Deputy Chairman of the Bermuda Stock
Exchange, Mr. Conyers is also a Director of numerous other companies in Bermuda
the following of which are listed on the Bermuda Stock Exchange - Bermuda
Aviation Services Ltd., Macquarie Airports Holdings (Bermuda) Limited, Ashby
Corporation Ltd., and

IRMA Envirotec Holdings Ltd. Mr. Conyers holds licenses with the National
Association of Securities Dealers, Inc. as General Securities Principal,
Financial & Operations Principal, and Registered Options Principal.

Forum Fund Services Ltd. is a Bermuda corporation providing professional
services to other Bermuda corporations. Forum Fund Ltd. served as our corporate
secretary since May 12, 2000 until December 31, 2003. Mr. Conyers' wife, Ede
Conyers, is the general manager of that company.

Atlantic Capital Management is a Bermuda corporation providing professional
services to other Bermuda corporations. The Company entered into a contract for
Atlantic Capital Management to serve as the registered office and secretary of
the Company effective as of January 1, 2004.

B. COMPENSATION

During the year ended February 29, 2004, no cash compensation was paid
directly or distributed to our officers or directors in their capacity as
officers or directors. The Company paid $2,000 to Barons Financial Services, a
company controlled by our director and officer Eric F. Kohn, to reimburse Barons
Financial for accounting services and out of pocket expenses provided to the
Company.

On October 24, 2003 our shareholders approved the following issuances
of our common stock as compensation in lieu of certain amounts owed to our
directors:

(i) 60,000 shares to Michael R. Schroter; (ii) 60,000 shares to Jeffrey G.
Conyers (iii) 60,000 shares to Marlin J. Horst; and (iv) 90,000 shares to Eric
F. Kohn, TD.

The above shares were calculated at an issuance price of $0.05 per
share, and issued in lieu of compensation authorized during fiscal year 2003 in
order to reimburse the directors for expenses as follows: $3,000 to Michael R.
Schroter; $3,000 to Jeffrey G. Conyers; $3,000 to Marlin J. Horst; and $4,500 to
Eric F. Kohn, TD.

We did not set aside any amounts during the last fiscal year to provide
pension, retirement or similar benefits for our directors and officers. On June
5, 2000, our shareholders approved our 2000 Outside Directors' Stock Option Plan
and set aside 100,000 shares of our common stock for issuance thereunder. Under
the terms of the Outside Directors' Plan, each non-employee director will
automatically be eligible to receive an option to purchase 5,000 shares of our
common stock for each year that he serves as our director. Our shareholders also
approved our 2000 Stock Incentive Plan and set aside 1,100,000 shares of our
common stock for issuance thereunder. The Stock Incentive Plan allows our Board
of Directors to grant certain of our key employees options to purchase our
common stock, and is intended to enhance our ability to attract and retain key
personnel. As of the date of this Annual Report, no options have been granted
pursuant to the Outside Directors' Plan or the Stock Incentive Plan.

C. BOARD PRACTICES

The Company's directors are elected by the shareholders at our annual
general meeting, and serve a term of one year or until their successors are
appointed and duly elected to office. Executive officers are appointed by our
Board of Directors and serve a term of one year or until their successors are
appointed.

We held our 2003 annual general meeting on October 24, 2003 in
Hamilton, Bermuda. Our next annual general meeting has been scheduled for July
29, 2004.

The Company does not presently have a compensation committee and has
not yet appointed an audit committee. The Company's entire board of directors is
performing the functions of an audit committee. There are no director services
contracts that provide for benefits upon termination of service.

D. EMPLOYEES

We have no full time or part time employee, except for senior
management and the Board of Directors.

E. SHARE OWNERSHIP

The following table sets forth certain information regarding the
ownership of our common stock by senior management and directors of the Company
as of June 20, 2004. Each of the shareholders named in the table has sole voting
and investment power with respect to the shares of common stock beneficially
owned.

Name and No. of Percentage of
Address Shares Owned Class (1)
---------- ------------ -------------

Eric F. Kohn, TD 9,611,865 (2)(3) 67.56%

Michael R. Schroter 160,000 1.12%

Jeffrey G. Conyers 160,000 1.12%

Marlin J. Horst 100,000 0.70%

---------------------
(1) On April 14, 2000, our shareholders approved a 6-to-1 forward split of
our common stock. As of June 20, 2004, there were 14,228,065 shares of
our common stock issued and outstanding.

(2) This number includes 89,628 shares that are held for Mr. Kohn by Dassu
Investments Ltd., in trust, for the benefit of his wife. Mr. Kohn
states that he does not possess beneficial ownership of such shares.
This number also includes 134,862 shares held for Mr. Kohn at Larko, a
securities broker located in San Francisco, California.

(3) As further described in Section 7.B below and partially detailed in the
Company's 2003 F-20, Mr. Kohn was issued 5,379,407 shares of common
stock during fiscal year in consideration of the release of debts owed
to Mr. Kohn totaling $268,970.

receive an option to purchase 5,000 shares of our common stock for each year
that he serves as our director. Our shareholders also approved our 2000 Stock
Incentive Plan and set aside 1,100,000 shares of our common stock for issuance
thereunder. The Stock Incentive Plan allows our Board of Directors to grant
certain of our key employees options to purchase our common stock, and is
intended to enhance our ability to attract and retain key personnel. As of the
date of this Annual Report no options have been granted pursuant to the Outside
Directors' Plan or the Stock Incentive Plan.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTIES

A. MAJOR SHAREHOLDERS

To the best of our management's knowledge, the following individuals
are the only owners of more than 5% of the Company's issued and outstanding
common stock as at June 20, 2004.

Name and No. of Percentage of
Address Shares Owned Class
---------- ------------ -------------
Eric F. Kohn, TD 9,611,865(1) 67.56%

ValorInvest, SA 1,270,644 8.93%

Valuevest Ltd. 804,564 5.65%

- ----------------------
(1) This number includes 89,628 shares that are held for Mr. Kohn by Dassu
Investments Ltd., in trust, for the benefit of his wife. Mr. Kohn states
that he does not possess beneficial ownership of such shares. This number
also includes 134,862 shares held for Mr. Kohn at Larko, a securities
broker located in San Francisco, California.

None of the above shareholders have different voting rights from other
shareholders of the Company. All of our common shares have equal voting rights.

B. RELATED PARTY TRANSACTIONS

Selling, general and administrative services costs for the years ended
February 29, 2004, February 28, 2003 and 2002 includes $2,000, $2,446 and
$3,928, respectively, paid to Baron Financial Services S.A. and Barons Financial
Services (UK) Limited, in respect of services and expense reimbursement. Both of
these companies are connected with Mr. Eric Kohn, a director, officer and
stockholder of the Company. As of February 29, 2004 and February 28, 2003
amounts owed to these companies amounted to $0 and $7,928, respectively.

During the years ended February 29, 2004 and February 28, 2003, Mr. Kohn
advanced the Company $268,970, and $3,346 respectively. Amounts due to Mr. Kohn
totaled $0 as of February 29, 2004 and $28,213 as of February 28, 2003. The
amounts due Mr. Kohn were

converted to equity through the issuance of 5,379,402 shares of common stock in
the year ended February 29, 2004. This debt was converted into equity at a rate
of $0.05 per share.

Legal fees in respect of services provided by Milligan-Whyte & Smith in
the years ended February 28, 2003, 2002 and 2001 amounted to $3,117, $39,091,
and $17,253, respectively. As of February 28, 2003 and 2002 fees payable to
Milligan-Whyte & Smith totalled $22,500 and $19,384, respectively. Our former
director, Lynda Milligan-Whyte, was a partner of Milligan-Whyte & Smith.

First Bermuda Group Ltd. was paid $17,500 in the year ended February
28, 2000 in consideration of services rendered in our private placement of
securities. Two of our directors, Jeffrey G. Conyers and Michael R. Schroter are
officers and shareholders of First Bermuda Group Ltd.

In exchange for its services as placement agent for our private
placements in 1999, Barons Financial Services received a warrant to purchase 8%
of the total number of shares sold in the previous offering (14,938 shares) at a
purchase price of $0.01 per share. These warrants were exercised in November
1999 and compensation expense was booked in the fiscal year ended February 29,
2000.

C. INTEREST OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

FINANCIAL STATEMENTS

The Company's audited financial statements for the three fiscal years
ended February 29, 2004, February 28, 2003, and 2002, together with the
auditor's report, are included in this Annual Report under Item 18 and
incorporated herein by reference. These financial statements were prepared in
accordance with United Stated generally accepted accounting principles.

Moore Stephens resigned as our principal independent accountants
effective March 1, 2003. The reports of Moore Stephens on our financial
statements for the past two fiscal years did not contain any adverse opinions or
disclaimers of opinion and were not modified as to uncertainty, audit scope, or
accounting principles, other than the going concern paragraphs contained
thereon. There were no disagreements with our former accountant, whether or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures, which if not resolved
would have caused our former accountant to make reference to the subject matter
of the disagreement(s) in connection with its report.

LEGAL PROCEEDINGS

Except as described below, no legal proceedings are known to us to be
contemplated, or threatened by or against us, by any party including any
governmental authority.

In 1999, we commenced litigation in Bermuda against Colloquium Ltd.,
Brian McMillan and Catherine Matherson (two former directors) in relation to the
withdrawal of $50,691 from our bank account and seeking the return of the
approximately $24,000 paid by us into Colloquium's treasury as part of the May
26, 1999 Agreement for the sale of Colloquium, a copy of which was filed as
Exhibit 3.3 to our Form 20-F filed on December 16, 1999. We claimed that the
withdrawal of funds was unauthorized and that the $24,000 payment made to
Colloquium under the May 26, 1999 agreement was made in error after a material
default under that agreement by Brian McMillan and Colloquium. A default
judgment was obtained in Bermuda against the defendants for $74,691, plus
interest and costs. On June 29, 1999, we initiated an interdict proceeding in
the Court of Session in Scotland seeking an injunction to prevent the disposal
of assets and seeking the repayment of $50,691. We initiated the interdict
proceeding in Scotland because the defendants and their assets are located in
that country. The litigation in Scotland has presently ceased, and no additional
expenses for such matter are anticipated by Management..

Colloquium, Brian McMillan and Catherine Matherson have appealed the
judgment in Bermuda, seeking to set aside the default judgment on the grounds
that the defendants were improperly served notice of the Bermuda proceedings and
that the default judgment was obtained in error.

In April 2002, the Bermuda court overturned our previous judgment
against Colloquium, and held that Scotland was the appropriate jurisdiction for
such litigation. Our management has not determined at this time, whether to
proceed with the action in Scotland. There can be no assurance as to whether
amounts believed to be owed will be collected, in whole or in part, from all or
any of Colloquium, Brian McMillan and Catherine Matherson.

DIVIDEND POLICY

The Company has not paid dividends in any of the last three fiscal
years and we have no plans to pay dividends in the foreseeable future.

B. SIGNIFICANT CHANGES

As detailed in Item 8.A. above, in April 2002, the Bermuda Court
vacated our Bermuda judgment entered against Colloquium, holding that Scotland
was the appropriate jurisdiction for such action.

Please see the description of the change in the Company's auditor
referenced in Item 8.A. above.

ITEM 9. THE OFFER AND LISTING.

A. OFFER AND LISTING DETAILS

4. Disclosure regarding price history

Three Most Recent Years - Annual Highs and Lows(1)

Low High
--- ----
2002 N/A N/A
2003 N/A N/A
2004 N/A N/A
- ----------------
(1) Since the inception of the quoting of the Company's stock on the OTC
Bulletin Board, the only trade occurred on August 6, 2001 at a price
of $0.475.

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

Our common stock is quoted on the OTC Bulletin Board under the symbol "OMILE".
As of June 20, 2004, we had 26 stockholders of record, of which our shareholder
register indicates 3 have addresses in the United States. Our common stock was
first quoted on the OTC Bulletin Board on August 6, 2001. The last quoted
closing price of the common stock on the OTC Bulletin Board was $0.475 per
share. There has been no trading activity in our stock other than the trade on
August 6, 2001.

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.

B. MEMORANDUM OF ASSOCIATION AND BYE-LAWS

The information required by this section has been included in the Company's
previously filed registration statement on Form 20-F, as amended, which was
filed with the SEC on December 16, 1999.

C. MATERIAL CONTRACTS

None.

D. EXCHANGE CONTROLS

There are no governmental laws, decrees, or regulations in Bermuda that may
restrict the export of capital or the remittance of dividends, interest or other
payments to non-residents.

E. TAXATION

Generally, there is no income tax, withholding tax, capital gains tax, capital
transfer tax, estate duty or inheritance tax payable by a Bermuda exempted
company or its shareholders, other than shareholders ordinarily resident in
Bermuda.

F. DIVIDENDS AND PAYING AGENTS.

Not applicable.

G. STATEMENTS BY EXPERTS

Not applicable.

H. DOCUMENTS ON DISPLAY

All documents concerning the Company which are referred to in this Annual Report
are available for inspection at our registered office located at 22 Church
Street, 3rd Floor, Washington Mall I, Hamilton HM11, Bermuda.

I. SUBSIDIARY INFORMATION

Not applicable, the Company presently has no subsidiaries.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a small business issuer as defined in Rule 405 of the
Securities Act of 1933, as amended, and Rule 12b-2 of the Securities Exchange
Act of 1934, as amended, and therefore, need not provide the information
requested by this item.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF THE SECURITY HOLDERS AND USE OF
PROCEEDS

None.

PART III

ITEM 17. FINANCIAL STATEMENTS

We have elected to furnish the financial statements specified by Item 18.

ITEM 18. FINANCIAL STATEMENTS

Reference is made to pages F-1 to F-11.

ITEM 19. EXHIBITS

(a) Financial Statements Reference is made to Item 18.

(b) Exhibits

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

99.1 Memorandum of Association of Omninet, as amended by that
certain Certificate of Deposit of Memorandum of Increase of Share
Capital dated June 30, 1998 (filed as Exhibit 1.1 to Omninet's
Form 20FR12G filed as of March 14, 2000, No. No. 001-15559, and
incorporated herein by reference).

23 Consent of Moore Stephens to incorporation of Reports for
fiscal years ended February 28, 2003 and February 28, 2002

23.1 Consent of Stegman & Company to incorporation of Reports for
fiscal year ended February 29, 2004

33.1 Certification Pursuant to 18 U.S.C. Sec. 1350 As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

33.2 Certification Pursuant to 18 U.S.C. Sec. 1350 As Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2 Bye-laws of Omninet (filed as Exhibit 1.2 to Omninet's Form
20FR12G filed as of December 1, 1999, No. 001-15559, and
incorporated herein by reference).

99.3 Agreement dated May 26, 1999, between Omninet and Colloquim
Ltd., regarding the sale of Colloquium (filed as Exhibit 3.3 to
Omninet's from 20FR12G filed as of December 16, 1999, No.
001-15559, and incorporated herein by reference).

99.4 Mutual Termination Agreement and Release dated October 27,
1999, between Omninet and E&M Management, Inc. (filed as Exhibit
3.4 to Omninet's Form 20FR12G filed as of December 16, 1999, No.
001-15559, and incorporated herein by reference).

[Signature page follows.]

SIGNATURES

The registrant hereby certifies that it meets all of the requirements
for filing on Form 20-F and that it has duly caused and authorized the
undersigned to sign this Annual Report on its behalf.

OMNINET INTERNATIONAL LTD.

By: /s/ Eric F. Kohn
------------------------
Name: Eric F. Kohn
Title: President, Treasurer,
Chairman and Director
Dated: June 28, 2004

OMNINET INTERNATIONAL LIMITED

(A DEVELOPMENT STAGE COMPANY)

REPORT ON AUDITS OF

FINANCIAL STATEMENTS

FOR THE YEARS ENDED FEBRUARY 29, 2004,

FEBRUARY 28, 2003 AND 2002

No extracts from this report may be published without our written consent.

Stegman & Company

TABLE OF CONTENTS

INDEPENDENT AUDITORS' REPORT

FINANCIAL STATEMENTS Page
-------

Balance Sheets ...................................... F-1

Statements of Operations ............................ F-2

Statements of Stockholders .......................... F-3

Statements of Cash Flows ............................ F-4

NOTES TO FINANCIAL STATEMENTS ................................ F-5 - 8

INDEPENDENT AUDITORS' REPORT

To the Stockholders of
Omninet International Limited
Hamilton, Bermuda HMII

We have audited the accompanying balance sheets of Omninet
International Limited (a development stage company) as of February 29, 2004, and
the related statements of operations, stockholders' deficit and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with 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 financial statements referred to above present
fairly, in all material respects, the financial position of Omninet
International Limited as of February 29, 2004 and the results of its operations
and its cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.

The financial statements referred to in the first paragraph have been
prepared assuming that the Company will continue as a going concern. The Company
has incurred ongoing operating losses and does not currently have financing
commitments in place to meet expected cash requirements through 2005. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.

/s/ Stegman & Company
- ----------------------------
Baltimore, Maryland
May 21, 2004

OMNINET INTERNATIONAL LIMITED
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS
FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

ASSETS
2004 2003
----------- -----------

Cash and cash equivalents ............................. $ 2,250 $ 3,740
Prepayments ........................................... 3,278 3,279
----------- -----------
TOTAL CURRENT ASSETS ......................... $ 5,528 $ 7,019
=========== ===========

LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable ...................................... $ 1,007 $ 200,261
Accrued expenses ...................................... 43,833 42,500
Advances from related parties ......................... -- 54,213
----------- -----------
Total current liabilities .................... 44,840 296,974
----------- -----------
STOCKHOLDERS' DEFICIT:
Common stock, $.0000167 par value, 150,000,000 shares
authorized, 14,138,065 (2004) and 7,924,403 (2003)
shares issued and outstanding ..................... 2,362 1,321
Additional paid-in capital .......................... 1,465,101 1,155,459
Accumulated deficit during the development stage .... (1,506,775) (1,446,735)
----------- -----------
Total stockholders' deficit .................... (39,312) (289,955)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT ....................... $ 5,528 $ 7,019
=========== ===========

See accompanying notes.

F-1

OMNINET INTERNATIONAL LIMITED
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002

Cumulative
During the
Development
2004 2003 2002 Stages
----------- ----------- ----------- -----------

REVENUES .......................... $ -- $ -- $ -- $ --

GENERAL AND ADMINISTRATIVE
EXPENSES ....................... (60,040) (97,006) (138,255) (945,086)
----------- ----------- ----------- -----------
LOSS FROM CONTINUING
OPERATIONS ..................... (60,040) (97,006) (138,255) (945,086)

LOSSES FROM DISCONTINUED
OPERATIONS (NO APPLICABLE
INCOME TAXES) .................. -- -- -- (561,689)
----------- ----------- ----------- -----------
NET LOSS .......................... $ (60,040) $ (97,006) $ (138,255) $(1,506,775)
=========== =========== =========== ===========
LOSS PER SHARE OF CONTINUING
OPERATIONS - BASIC AND DILUTED $ (.005) $ (.012) $ (.018)
=========== =========== ===========

See accompanying notes.

F-2

OMNINET INTERNATIONAL LIMITED
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002

Common Stock Additional Other Total Stock- Compre-
------------------------- Paid-in Accumulated Comprehen- holders hensive
Shares Amount Capital Deficit sive Income Deficit Loss
----------- ----------- ----------- ----------- ----------- ----------- -----------

At March 1, 2001 .............. 7,053,112 $ 1,176 $ 1,024,910 $(1,211,474) $ -- $ (185,388) --
Issuance of additional
common stock .............. 781,291 130 117,064 -- -- 117,194 --
Net loss ................... -- -- -- (138,255) -- (138,255) $ (138,255)
-----------
Comprehensive loss ......... -- -- -- -- -- -- $ (138,255)
----------- ----------- ----------- ----------- ----------- ----------- ===========
At February 28, 2002 .......... 7,834,403 1,306 1,141,974 (1,349,729) -- (206,449) $ --
Issuance of additional
common stock .............. 90,000 15 13,485 -- -- 13,500 --
Net loss .................. -- -- -- (97,006) -- (97,006) $ (97,006)
-----------
Comprehensive loss ......... -- -- -- -- -- -- $ (97,006)
----------- ----------- ----------- ----------- ----------- ----------- ===========
At February 28, 2003 .......... 7,924,403 1,321 1,155,459 (1,446,735) -- (289,955)
Stock issued in connection
with loan conversions .... 5,943,662 993 296,190 -- -- 297,183 --
Stock issued as directors
compensation ............. 270,000 48 13,452 -- -- 13,500 --
Net loss ................... -- -- -- (60,040) -- (60,040) $ (60,040)
-----------
Comprehensive loss ......... -- -- -- -- -- -- $ (60,040)
----------- ----------- ----------- ----------- ----------- ----------- ===========
At February 29, 2004 .......... 14,138,065 $ 2,362 $ 1,465,101 $(1,506,775) $ -- $ (39,312)
=========== =========== =========== ========== =========== ===========

See accompanying notes

F-3

OMNINET INTERNATIONAL LIMITED
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002

Cumulative
Year Ended YearEnded Year Ended During the
February 29, February 28, February 28, Development
2004 2003 2002 State
--------- --------- --------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from continuing operations ....................... $ (60,040) $ (97,006) $(138,255) $(945,086)
Noncash items:
Stock warrants ...................................... -- -- -- 10,000
Issue of shares as compensation to directors ........ 13,500 13,500 -- 132,000
Issue of shares in lieu of cash payment ............. -- -- -- 25,000
Changes in operating assets and liabilities:
Accounts receivable ................................. -- (3,279) 1,970 (3,279)
Accounts payable .................................... (199,254) 57,498 (11,136) 1,007
Accrued expenses .................................... 1,334 2,535 39,965 43,834
Advances from related parties ....................... (26,000) 26,000 -- --
--------- --------- --------- ---------
Net cash used in operating activities ......... (270,460) (752) (107,456) (736,524)
--------- --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net ........... -- -- -- 372,750
Advances from stockholder ............................. 268,970 3,346 104,360 414,377
--------- --------- --------- ---------
Net cash provided by financing activities ..... 268,970 3,346 104,360 787,127
--------- --------- --------- ---------
NET CASH (OUTFLOW)/INFLOW FROM
CONTINUING SEGMENT .................................... (1,490) 2,594 (3,096) 50,603
CASH PAID ON DISPOSAL OF SUBSIDIARY ...................... -- -- -- (24,115)
NET CASH (OUTFLOW)/INFLOW FROM
DISCONTINUED SEGMENT .................................. -- -- -- (24,238)
--------- --------- --------- ---------
NET (DECREASE)/INCREASE IN
CASH AND CASH EQUIVALENTS ............................. (1,490) 2,594 (3,096) 2,250
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD ................................ 3,740 1,146 4,242 --
--------- --------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD ...................................... $ 2,250 $ 3,740 $ 1,146 $ 2,250
========= ========= ========= =========

See accompanying notes.

F-4

OMNINET INTERNATIONAL LIMITED
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND 2002

1. ORGANIZATION AND DESCRIPTION OF THE COMPANY

Omninet International Limited (the "Company") was incorporated in
Bermuda on March 24, 1998.

On May 26, 1999 the Company disposed of its subsidiary, Colloquium
Limited, an internet service provider incorporated in Scotland.

The Company has no active ongoing operations and is seeking
acquisition and merger opportunities.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management's Estimates

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

Development Stage

The Company has been in the development stage since its
formation on March 24, 1998 and is seeking acquisition and merger opportunities.

Foreign Currency Translation

The Company's functional currency in United States Dollars.
Transactions during the year are translated into United States Dollars at the
rates of exchange in effect at the date of transaction. Foreign currency
monetary assets and liabilities are re-converted using rates of exchange
prevailing at the balance sheet date. Transaction gains and losses that arise
from exchange rate fluctuations on transactions denominated in a currency other
than the functional currency are included in the Statement of Operations as
incurred. There were no material gains or losses during any of the periods
presented.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments
purchased with an initial maturity of three months or less to be cash
equivalents.

F-5

Issuance of Stock for Services

Shares of the Company's common stock issued for non-employee
services are recorded in accordance with SFAS No. 123, Accounting for
Stock-Based Compensation at the fair market value of the stock issued or the
fair market value of the services provided, whichever value is more clearly
evident.

Stock-Based Compensation

Stock-based compensation related to employees and
non-employee directors is recognized using the intrinsic value method in
accordance with Accounting Principles Board Opinion No. 25 Accounting for Stock
Issued to Employees, and thus there is no compensation expense for options
granted with exercise prices equal to the fair value of common stock on the date
of grant.

3. EARNINGS PER SHARE

Year Ended Year Ended Year Ended
February 29, February 28, February 28,
2004 2003 2002
----------- ----------- -----------
Net loss available to
common stockholders $ (60,040) $ (97,006) $ (138,255)
----------- ---------- -----------
Average common shares
issued and outstanding 12,808,298 7,924,403 7,834,403
---------- ---------- ----------
Loss per share -
basic and diluted $ (.005) $ (.012) $ (.018)
=========== ========== ===========

4. RELATED PARTY TRANSACTIONS

Selling, general and administrative services costs for the years
ended February 29, 2004, February 28, 2003 and 2002 includes $2,000, $2,446 and
$3,928, respectively, paid to Baron Financial Services S.A. and Barons Financial
Services (UK) Limited, in respect of services and expense reimbursement. Both
companies are connected with Mr. Eric Kohn, a director, officer and stockholder
of the Company. As of February 29, 2004 and February 28, 2003 amounts owed to
these companies amounted to $0 and $7,928, respectively.

During the years ended February 29, 2004 and February 28, 2003, Mr.
Kohn advanced the Company $268,970 and $3,346, respectively. Amounts due to Mr.
Kohn totaled $0 as of February 29, 2004 and $28,213 as of February 28, 2003. The
amounts due Mr. Kohn were converted to equity through the issuance of 5,943,662
shares of common stock in the year ended February 29, 2004.

5. TAXATION

Under Bermuda law the Company is not required to pay any taxes in
Bermuda on either income or capital gains. The Company has received Tax
Assurance from the Minister of Finance in Bermuda indicating that in the event
of any subsequent legislation imposing such taxes, the Company will be exempted
from resulting taxation until the year 2016.

F-6

6. COMMITMENTS AND CONTINGENCIES

The Company is involved in continuing litigation against two former
directors and an entity related to these former directors relating to the
withdrawal of $50,691 from the Company's bank account. Management has expensed
this amount plus the estimated cost of the litigation in years prior to 2004.
The litigation is continuing in Scotland.

7. SUPPLEMENTAL CASH FLOWS INFORMATION

No cash was paid for interest or taxes during the year.

Noncash investing and financing activities are as follows:

The Company has issued the following shares to directors for
services provided:

Year Ended Number of Shares Value of Shares
-------------------- ---------------- ---------------
February 29, 2004 270,000 $13,500
February 28, 2003 90,000 13,500

During 2004, the Company issued 5,943,662 shares of common stock to
the stockholder and director, in satisfaction of loans payable to the
stockholder and director totaling $297,183.

8. STOCK OPTION PLANS

At a special general meeting held on June 5, 2000, the stockholders
approved the 2000 Outside Directors' Stock Option Plan and reserved 100,000
shares of common stock for issuance thereunder, approved the 2000 Stock
Incentive Plan and reserved 100,000 shares of common stock for issuance
thereunder and approved compensation to certain directors for past services.

Outside Directors are eligible to receive options under the 2000
Outside Directors' Stock Option Plan. The 2000 Stock Incentive Plan Permits a
committee of the Board of Directors to make awards of a variety of equity-based
incentives to employees including stock awards, options to purchase shares of
company common stock, stock appreciation rights, phantom shares, dividend
equivalent rights and similar rights. No options have been issued or granted
under either of the above plans.

9. GOING CONCERN

As of February 29, 2004, the Company has accumulated net losses of
$1,056,775. During the year ended February 29, 2004, the Company incurred a net
loss of $60,040, with negative cash flows from operating activities of $270,460.
Partially because of these losses, the Company finds itself in an unfavorable
financial position. At February 29, 2004, the Company had negative working
capital of $39,312. From February 28, 2003 to July 10, 2003 and February 28,
2004, a total of U. S. $268,970 was advanced by Eric Kohn, a stockholder and
director of the Company. The funds were utilized to settle external liabilities.
His loans have subsequently been converted into equity.

Since the Company has ongoing business activity, it is dependent
upon additional financing to continue as a going concern. Management plans to
raise such funds from stockholders. There can be no assurance that the Company
will be able to raise such funds.

The Company's financial statements have been presented on the basis
that it is a going concern. Accordingly, the financial statements do not include
any adjustments relating to the recoverability and classification of recorded
asset amounts or the amounts and classification of liabilities or any other
adjustments that might result should the Company be unable to continue as a
going concern.

F-7