Starnet Communications International Inc.
    Consolidated Balance Sheets
    As at January 31, 2001 and April 30, 2000
    (in thousands of US dollars)

                                                      (Unaudited)
                                                 January 31  April 30
                                                  2001        2000
ASSETS
Current
Cash and cash equivalents                         2,829       5,984
Reserves and deposits with credit card processors 3,487       3,857
Accounts receivable                               2,779       2,022
Prepaid expenses and deposits                     732         616
Current portion of long-term receivable           37          514
Other current assets                              520         1,349
Total current assets                              10,384      14,342
Restricted cash                                   7,666       7,234
Capital assets (net)                              5,877       4,868
Long-term receivable                              1,552       1,539
Total Assets                                      25,479      27,983

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities          3,267       5,223
Funds held on deposit                             3,062       2,118
Deferred revenue                                  187         287
Current portion of capital lease obligations      708         476
Total current liabilities                         7,224       8,104
Non-current portion of capital lease obligations  788         503
Long-term note payable                            1,500       0
Total liabilities                                 9,512       8,607

Shareholders' equity
Capital stock                                     22,335      22,143
Subscription receivable                           (366)       (381)
Accumulated deficit                               (5,655)     (2,371)
Accumulated other comprehensive loss              (347)       (15)
Total shareholders' equity                        15,967      19,376
Total liabilities and shareholders' equity        25,479      27,983


    Starnet Communications International Inc.
    Consolidated Statements of Operations For the Periods Ending
     January 31
    (in thousands of US dollars except per share information)

                          (Unaudited)           (Unaudited)
                          Three Months Ended    Nine Months Ended
                          January 31            January 31
                          2001          2000    2001           2000
REVENUE
Sales
  Royalties and fees       5,891        3,646     14,245        9,415
  Licensing                  480          770      1,63        22,958
Total sales                6,371        4,416     15,877       12,373
Cost of sales              1,392        1,751      4,292        3,548
Gross profit               4,979        2,665     11,585        8,825

EXPENSES
Sales                        155          249        452          544
Marketing                    581          520      2,079        1,373
Development                  873          584      2,582        1,407
Operations                 1,257          458      3,424          750
General and administrative 1,424        1,902      4,049        3,893
Provision for bad debts      140        1,443        140        1,693
Legal                        130        1,723        420        1,912
Depreciation and
 amortization                639          514      1,954        1,160
Total operating expenses   5,199        7,393     15,100       12,732

Loss from operations        (220)      (4,728)    (3,515)      (3,907)

Other income                  49          105        231          186

Loss from continuing
 operations before income
 taxes                      (171)      (4,623)    (3,284)      (3,721)

Income tax expense
  Current                     0             0         0            53
  Deferred                    0             0         0             0
Income taxes                  0             0         0            53

Loss from continuing
 operations                 (171)       (4,623)   (3,284)      (3,774)

Loss from discontinued
 operations of the on-line
 Interactive media
 division (less applicable
 income taxes)                0           (307)        0         (202)

Net loss for the period     (171)       (4,930)   (3,284)      (3,976)

Retained earnings
 (deficit), beginning of
 period                   (5,484)       1,838     (2,371)         884
Deficit, end of period    (5,655)      (3,092)    (5,655)      (3,092)


Basic loss per share from
 continuing operations    $ (0.01)    $ (0.15)   $ (0.10)      $(0.13)
Basic loss per share      $ (0.01)    $ (0.16)   $ (0.10)      $(0.13)
Weighted average number of
 common shares Outstanding 32,201,181 30,967,287 32,161,486 29,690,911

Diluted earnings per share
 from continuing
 operations                  n/a          n/a        n/a          n/a
Diluted earnings per share   n/a          n/a        n/a          n/a
Weighted average number of
 common shares Outstanding
 for diluted earnings per
 share                       n/a           n/a       n/a          n/a




    Starnet Communications International Inc.
    Consolidated Statements of Cash Flows
    For the Periods Ending January 31
    (in thousands of US dollars)

                             (Unaudited)             (Unaudited)
                             Three Months Ended      Nine Months Ended
                             January 31              January 31
                             2001         2000       2001         2000

Cash flows from operating
 activities
Net loss                    (171)      (4,930)    (3,284)      (3,976)
Adjustments to reconcile
 net income to net cash
 provided by operating
 activities:
 Depreciation                639          511      1,954        1,157
Amortization of deferred
 web site costs                0           53          0          159
 Amortization of software
 development costs             0          473          0          611
Changes in current assets
 and liabilities:
 Decrease (increase) in
  reserves and deposits
  with credit card
  processors                 152       (3,726)       370       (4,221)
 Decrease (increase) in
  accounts receivable        110        3,634        (742)       (334)
 Decrease (increase) in
  prepaid expenses and
  deposits                   (91)         121       (116)        (217)
 Decrease (increase) in
  other assets               241          596        829         (131)
 Increase (decrease) in
  accounts payable and
  accrued liabilities       (324)         308     (1,953)        3,194
 Increase in income taxes
  payable                      0         (88)         0           (30)
 Increase (decrease) in
  funds held on deposit     (1,098)       266        944        2,402
 Increase (decrease) in
  deferred revenue            54          (34)      (100)        (168)
Net cash used in operating
 activities                 (488)      (2,816)     (2,098)     (1,554)
Cash flows from investing
 activities
Purchase of capital assets  (285)      (1,671)    (2,056)      (3,610)
Transfer to restricted cash (114)         (82)      (435)      (6,937)
Net cash used in investing
 activities                 (399)      (1,753)    (2,491)     (10,547)

Cash flows from financing
 activities
Payments received on
 long-term receivable          7           0         491           0
Proceeds from loan             0           0       1,500           0
Proceeds from issuance of
 shares                        0          302        192       12,329
Principal repayments under
 capital lease obligations  (149)        (183)      (449)        (372)
Net cash provided by
 (used in) financing
 activities                 (142)         119      1,734        11,957

Effect of exchange rate
 changes on cash             (79)         284       (300)         205


Net increase (decrease) in
 cash during the period    (1,108)     (4,166)    (3,155)          61
Cash, beginning of period  3,937       10,093      5,984        5,866
Cash, end of period        2,829        5,927      2,829        5,927

Other non-cash
 transactions
Leased assets acquired        42          340      1,001          622

Supplemental cash flow
 information
Interest paid                 59           68         89           97
Income tax paid                0            0         0             0