8-K/A

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K/A

                              CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 25, 2001

                           OMNINET MEDIA CORPORATION
            (Exact Name of registrant as specified in its charter)

Nevada                        000-28935                   88-0398783
(State or Other               Commission                (I.R.S. Employer
Jurisdiction of                File No.                Identification
Incorporation or                                        Number)
Organization)

     3140 Venture Drive, Las Vegas, NV                           89101
  (Address of Principal Executive Offices)                    (Zip Code)

                                (702) 641-5030
                      (Registrant's Telephone Number)

                           OMNINET MEDIA.COM, INC.
                         (Former name of registrant)

Item 1.  Changes in Control of Registrant.

Not Applicable

Item 2.  Acquisition or Disposition of Assets

On May 25, 2001 an agreement was entered into by and between OmniNet
Media.com, Inc. and the prior majority shareholders of U.S./Ace Security
Laminates, Inc., a Delaware corporation, and Ace Security Laminates
International, Inc. by which a Business Combination Agreement dated June 5,
2000 and all other agreements between the parties thereto were rescinded in
their entirety.

The effect of this agreement is to divest OmniNet of 1,928,978 shares of
U.S./Ace Securities Laminates, Inc. which were previously acquired by OmniNet
from controlling stockholders of U.S./Ace, and recover for cancellation
964,489 common shares of OmniNet issued to the stockholders in the exchange.
OmniNet retains title to approximately 811,982 U.S./Ace shares which it
purchased from other stockholders by exchange after the June 5, 2000
agreement had been consummated with the controlling stockholders of U.S./Ace.

On June 1, 2001 the company changed the authorized common stock of the
corporation to One Hundred Million  (100,000,000) shares par value $.0001, and
authorized preferred stock of corporation shall be Ten Million (10,000,000)
shares par value $.0001.
Item 3.  Bankruptcy or Receivership

Not Applicable

Item 4.  Changes in Registrant's Certifying Accountant

Not Applicable.

Item 5.  Other Events

On May 15th, 2001 OmniNet Media Corporation and International Business
Corporation (IBM), through its division IBM Global Services signed a Letter
of
Intent and agreed to engage in detailed discussions concerning Web and
e-business Hosting Development and Operational Management, Business Process
Design and Development, Information Technology Management, and Strategic
Outsourcing services that IBM may provide to OmniNet Media Corporation.

On June 1, 2001, the Board of Directors approved the change of the name of
the
Company from Omninet Media.Com Inc. to OmniNet Media Corporation. On June 4,
2001, a Certificate of Amendment of Certificate of Incorporation was filed
with the State of Nevada to affect this name change.

Item 6.  Resignations of Registrant's Directors

Not Applicable

Item 7.  Financial Statements and Exhibits

Exhibit 3        Articles of Amendment
Exhibit 3.i      Articles of Amendment
Exhibit 10.i     Recission Agreement
Exhibit 10.ii    Indemnification Agreement
Exhibit 99       Letter of Intent

Item 8. Changes in Fiscal Year.

Not Applicable.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

OMNINET MEDIA CORPORATION


/s/ Don Steffens
By: Don Steffens
President
2

EX-10

                          Indemnification agreement


May 25, 2001
U.S./ACE Security Laminates, Inc.
A Delaware Corporation
1750 E Ocean Blvd, Ste. 1112
Long Beach, CA 90802
        -and-
ACE Security Laminates International, Inc.
St. Georges House
31A Street
Georges Road, Leyton
London E105Rh, U.K.
     -and-
Brian Deede
1750 E. Ocean Blvd, Ste 1112
Long Beach, CA  90802
     -and-
Randall D. Brasmer
14611 Admiralty Way #H103
Lynnwood, WA  98037

Gentlemen:

     In consideration of and in order to enhance U.S./ACE Security Laminates,
Inc.  and ACE Security Laminates International, Inc Brian Deede and Randall
D. Brasmer. hereinafter referred to as "USACE" ,for the return of the Shares
originally issued to Ace Security Laminates International, Inc. by OmniNet
Media.Com, Inc., a Nevada corporation  and acknowledging Ace Security
Laminates International, Inc. will rely upon the subject matter of this
letter agreement in consummating return of OmniNet Media.Com, Inc common
stock, it is hereby agreed as follows:

     1.     Indemnity.  Subject to limitations contained in paragraph 2,the
undersigned does hereby indemnify and hold harmless USACE to the extent of
100 percent of the liability of USACE by reason of any claim or claims
asserted against them based upon the connection with the return of stock
pursuant to the Recision Agreement, dated May 25, 2001,accept prior to the
date of this Agreement, whether directly or indirectly to any person, entity,
or government agency.  In computing liability, however there shall be included
attorneys' fees and disbursements incurred by USACE in defense of such claim.

     2.     Notice; defense of claim; tax rebates.  The indemnity described
in paragraph 1 is subject to the following limitations:

          (a)     Any portion of the USACE Group shall promptly notify the
undersigned at 3140 Venture Drive, Las Vegas, NV 89101 (or any other address
designated by the company in writing, at any time), as soon as they have
knowledge of any inquiry relating to any claim being asserted against any of
them by any person, business entity, or United States government agency
arising from the return of the shares in question.
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          (b)     All responses to such inquiries and the defense of any such
claim shall be conducted by USACE and no action shall be taken by any party
with respect to any such claim or inquiry without the consent of the
undersigned.  If however the parties cannot agree with respect to the defense
of any such claim they shall immediately refer such defense to their legal
counsel.  The decision of any firm accepting the referral of such defense in
accordance with this paragraph shall be conclusive and binding upon the
parties.  If none of the law firms accepts the referral of such defense, then
the opinion of the attorney for the corporation defending such claim shall be
controlling, conclusive, and binding upon the parties.  Upon retention of any
attorney by USACE to defend any claim or claims, and upon the retaining of
any bill by such attorney to USACE for fees and/or disbursements and
expenses,
upon presentation of proof of such bill by USACE, as the case may be, the
undersigned agrees to immediately pay to such corporation 100 percent of such
fees, disbursements, and expenses with respect to each such bill.  If the
undersigned fails to make such payment, he shall not have the right set forth
in this subparagraph (b) to be consulted or to give his consent or objection
with respect to the defense of any such claim, and consent of the undersigned
shall not be required with respect to the defense of any such claim.  It
shall, nevertheless, be the obligation of the undersigned, pursuant to this
Agreement, to pay to USACE 100 percent of the attorneys' fees and
disbursements as above set forth as part of the obligation of this
Indemnification Agreement, when paid by such corporation.

     (c)     If as a result of any payment of such claim and/or fees and
disbursements, USACE shall benefit under the applicable provisions of the
Internal Revenue Code or of state and local tax statutes, from any deduction
permitted under the Code and/or statues for the payment of any claims, fees
and/or disbursements, then USACE as the case may be, shall refund to OmniNet
Media.com, Inc. 100 percent of such benefit upon the final determination
thereof.  The benefit shall be determined in accordance with generally
accepted accounting principles by the corporations' regular independent
certified public accountant.  The corporations shall not be required to
disclose to OmniNet Media.com, Inc. any financial information relating to
USACE, except as required by law.  The parties shall accept the accountant's
determination as binding, conclusive, and controlling.  The fact that OmniNet
Media.com, Inc. may be entitled to such refund after calculation of any tax
benefit realized or to be realized by the corporation shall not be a
condition precedent to the payment by the undersigned of any sum required to
be paid pursuant to paragraph 1 or 2 of this Agreement.

     5.     Governing law.  This Agreement shall be deemed to be made in the
State of Nevada and shall be governed by the laws thereof.

     6.     Miscellaneous provisions.  This Agreement shall be binding and
conclusive upon the respective parties and their successors, heirs, assigns,
executors, administrators, and legal representatives, and shall not be
modified unless in writing and signed by all of the parties in the same
manner as this Agreement is executed.



2
Agreed to and Accepted:

                                   OMNINET MEDIA.COM, INC
                                   A Nevada Corporation


                                   /s/ Don A Stffens
                                   By:  Don A. Steffens, President



U.S. ACE SECURITY LAMINATES, INC


/s/ James A Graves
By:  James A. Graves, Secretary/Director
     And

ACE SECURITY LAMINATES INTERNATIONAL, INC.


/s/
By:

     And

/s/ Brian Deede
Brain Deede

     And

/s/ Randall D Brasmer
Randall D. Brasmer


3

EX-10

                            RECISION AGREEMENT



     THIS AGREEMENT made May 25th, 2001, by and among OmniNet Media.com,
Inc.,
a Nevada Corporation, with its principal office at 3140 Venture Drive, Las
Vegas, NV  89101 ("OMNI"), and the prior majority Shareholders of U.S./Ace
Security Laminates, Inc. a Delaware corporation, (hereinafter) 'USACE'. Ace
Security Laminates International, Inc. (hereinafter) ("ACEINT") ACEINT and/or
its assignees shares were issued by Alpha-Tech Stock Transfer Co.("Transfer
Agent"), OMNI's transfer agent,


Whereas  the parties hereto are parties to a Business Combination Agreement
dated June 5th, 2000, all other agreements between the parties having been
previously cancelled; and

     Whereas OMNI and USACE each wished to terminate the Business Combination
Agreement and to provide for the recision of the transaction between the
parties; and

     Whereas OMNI owns 2,740,960 shares of USACE's common stock, which
together constitute 75.72% of US/ACE's  issued and outstanding shares of
capital stock, as the result of the Business Combination Agreement; and

     Whereas Ace Security Laminates International, Inc. (ACEINT) and/or its
Assignees are the owners of 964,489 shares of OMNIs' common stock, which
constitutes 2.28% of OMNIs' issued and outstanding shares of capital stock,
as
a result of the Business Combination Agreement, and

     Whereas ACEINT, and OMNI has concurrently herewith executed an
indemnification agreement in the form annexed hereto (the "Indemnification
Agreement") which is a part of this entire agreement, in order to enhance the
other parties' cooperation to enter into this Agreement.


     Now, therefore, in consideration of the promises and of the mutual
covenants and undertakings of the parties, the parties do hereby agree as
follows:

     1.     Prior agreement terminated.  The Business Combination Agreement
is
hereby terminated effective the date of this Agreement and of no further
force
and effect.

     2.     Recision.  OMNI hereby reissues and delivers to USACE 1,928,978
shares of USACE which represents a 2 (Two) for 1 (One) stock split as defined
in the Business Combination Agreement on June 5, 2000, item.USACE,agrees that
upon receiving these shares they will re-issue the 1,928,978 shares directly
to "ACEINT". OMNI accepts and cancels ACEINTs' 964,489 shares in OMNI.


1
     3.     Treatment of shares;  Simultaneously with the execution hereof,
ACEINT will deliver the 964,489 shares in OMNI, and OMNI shall have the
Transfer Agent cancel those shares for OMNI, from its books and records.

     4.     Warranties of ACEINT.  ACEINT represents and warrants that the
964,489 shares of OMNI they are delivering back to OMNI are free and clear of
all liens and encumbrances of any nature whatsoever.

     5.     Notices.  All notices and other communications hereunder shall be
deemed to have been duly given if mailed as provided in the applicable
paragraph hereof as follows:

(a)                     OmniNet Media.com, Inc.
                                    3140 Venture Drive
                              Las Vegas, Nevada  89101
                              702-641-5030

(b)                     Ace Security Laminates International
                                    St. George House
                              31A street
                              Georges Rd., Leyton, London, E105RH

(c)                     U.S./Ace Security Laminates, Inc.
                                    1750 E. Ocean Blvd. #1112
                                    Long Beach, CA  90802

(d)                    Alpha Tech Stock Transfer
                                    909 E. Spiers Lane
                              Draper, UT  84020

all parties, may change their respective addresses for purposes of this
paragraph by giving written notice by registered or certified mail to the
other parties in this paragraph.

     6.     Counterparts.  This Agreement may be executed simultaneously in
one or more counterparts, each one of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.

     7.     Governing law.  This Agreement shall be deemed to be made in the
State of Nevada and shall be governed by the laws thereof.

     8.     Binding effect.  This Agreement shall be binding and conclusive
upon and inure to the benefit of the receptive parties and their successors,
heirs, assigns, executors, administrators, and legal representatives.

     9.     Modification.  This Agreement shall not be modified on less in
writing and signed by all of the parties hereto in the same manner as this
Agreement is executed.

     10.     Entire agreement.  This Agreement supersedes all agreements
previously made between the parties hereto relating to its subject matter.
There are no other understandings or agreements between them.
2
     11.     Non-waiver.  No delay or failure by either party to exercise any
right under this Agreement, and no partial or singular exercise of that
right,
shall constitute a waiver of that or any other right, unless otherwise
expressly provided herein.

     12.     Headings.  Headings in this Agreement are for convenience only
and shall not be used to interpret or construe its provisions.

     IN WITNESS THEREOF, the parties have executed this Agreement the date
and
year first above written.


OmniNet Media.com, Inc.                    U.S./Ace Security Laminates, Inc.
A Nevada Corporation.                    A Delaware Corporation.



/s/ Don Steffens                          /s/ James Graves
Don Steffens, President                    James Graves, Secretary
Director                               Director
(Duly Authorized)


Ace Security Laminates International, Inc.,

3

EX-99

                                  International Business Machines Corporation
                                  IBM Global Services
                                  Route 100
                                  Somers, New York 10589


May 15, 2001

OmniNet Media Corporation
One World Trade Center
8th Floor
Long Beach, CA 90831

Attention: Mr. Don Steffens - President

Subject:   Letter of Intent

Dear Don:

This Letter of Intent (this "Letter") confirms that OmniNet Media Corporation
and International Business Machines Corporation ("IBM"), through its division
IBM Global Services, intend to engage in detailed discussions concerning Web
and e-business Hosting Development and Operational Management, Business
Process Design and Development, Information Technology Management, and
Strategic Outsourcing services that IBM may provide to OmniNet Media
Corporation.

The nature of these discussions may include access to and the exchange of
each
other's confidential information.  These exchanges shall be subject to the
terms of a confidentiality agreement, to be executed between OmniNet Media
Corporation and IBM.

Except as expressly set forth in this Letter, neither party shall have any
obligation to the other unless and until such obligations are set forth in a
definitive agreement signed by both parties.  Further, unless expressly
provided in this Letter or in another signed writing, each party will bear
its
own expenses and costs incurred in connection with these discussions and the
activities relating to this Letter.

OmniNet Media Corporation recognizes that IBM will be dedicating significant
resources in its analysis and development of a web hosting and and Internet
Based Business Process solution for OmniNet Media Corporation.  Thus, OmniNet
Media Corporation agrees to first advise IBM if it intends to engage in
similar discussions with anyone other than IBM.

The custom OmniNet Media Corporation Internet technology based business
solution and  resulting contractual relationship between OmniNet Media
Corporation and IBM may exceed a Total Contract Value exceeding $100,000,000
over a term of five to ten years.  It is expected the business solution terms
and conditions and the contract execution may be executed as early as August
31, 2001.


This Letter shall be effective as of the date of execution by both parties
and
shall continue until the earlier to occur of:  (1) the termination of
discussions by written notice given by either party to the other, or (2) the
effective date of a definitive agreement.  This Letter is the complete and
exclusive statement of the agreement between the parties concerning the
subject matter hereof, including these discussions, and supersedes all prior
oral or written understandings with respect thereto.  This Letter cannot be
modified or superseded except by a writing signed by authorized
representatives of both parties.

IBM looks forward to completion of this definitive agreement and to a
mutually
beneficial relationship with OmniNet Media Corporation.
Please sign and return a copy of this Letter acknowledging your agreement
with
the above.  Should you have any questions regarding this Letter, please
contact me at (919) 217-1221.


                                   Sincerely,

                                  International Business Machines
Corporation



By:_________________________
                                      Gene
McRee
                                      Customer Solutions Executive



Agreed to and Accepted:
OmniNet Media Corporation

By:_________________________
       Don Steffens
       President

EX-3

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)


      1.  Name of Corporation: OmniNet Media.com, Inc.

      2.  The articles have been amended as follows (provide article numbers,
if available):

     Article IV is hereby amended to read as follows:

     The authorized common stock of the corporation shall be One Hundred
Million  (100,000,000) shares par value $.0001, and authorized preferred
stock
of corporation shall ne Ten Million (10,000,000) shares par value $.0001.

      3.   The vote by which the stockholders holding shares in the
corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in
the case of a vote by classes or series, or as may be required by provisions
of the articles of incorporation have voted in favor of the amendment is:
61.36%.

     4.   Signatures (Required)


/s/ Don Steffens                          /s/ Jim Graves
President or Vice President               Secretary or Asst Secretary

EX-3

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
          (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)


      1.  Name of Corporation: OmniNet Media.com, Inc.

      2.  The articles have been amended as follows (provide article numbers,
if available):

      Article 1 is hereby amended to read as follows:

     The name of the corporation is OmniNet Media Corporation.

      3.   The vote by which the stockholders holding shares in the
corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in
the case of a vote by classes or series, or as may be required by provisions
of the articles of incorporation have voted in favor of the amendment is:
61.36%.

     4.   Signatures (Required)


/s/ Don Steffens                          /s/ Jim Graves
President or Vice President               Secretary or Asst Secretary