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

                                   FORM 10-QSB


(Mark One)

[X]  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended June 30, 2004


[]   TRANSITION  report  under  Section  13 or  15(d)  of the Exchange Act
     of 1934

                 For the transition period from ______ to ______


                         Commission file number 0-27145
                                                -------

                           1st NET TECHNOLOGIES, INC.
                 ----------------------------------------------
               (Exact name of small business issuer in its charter)


          Colorado                                       33-0756798
-------------------------------             ------------------------------------
(State or jurisdiction of                   (I.R.S. Employer Identification No.)
 incorporation or organization)


                             1869 W. Littleton Blvd.
                               Littleton, CO 80120
                    ----------------------------------------
                    (Address of principal executive offices)


                                 (303) 738-8994
                           ---------------------------
                           (Issuer's telephone number)


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 [ ]

As of August 3, 2004,  there were 6,395,357  shares of the  Registrant's  common
stock outstanding.

<PAGE>


FORM 10-QSB
2ND QUARTER

                                      INDEX

                                                                            Page
                                                                            ----
PART 1 - FINANCIAL INFORMATION

     Item 1.  Financial Statements

     Condensed consolidated balance sheet, June 30, 2004 (unaudited) ......    3
     Condensed consolidated statements of operations, three and six
        months ended June 30, 2004 (unaudited) and 2003 (unaudited) .......    4
     Condensed consolidated statements of cash flows, six months
        ended June 30, 2004 (unaudited) and 2003 (unaudited) ..............    5
     Notes to unaudited condensed consolidated financial statements .......    6

     Item 2.  Management's Discussion and Analysis or Plan of Operation ...    8

     Item 3.  Controls and Procedures .....................................   10

PART 2 - OTHER INFORMATION

     Item 1.  Legal Information ...........................................   10
     Item 2.  Changes in Securities .......................................   11
     Item 3.  Defaults Upon Senior Securities .............................   11
     Item 4.  Submission of Matters to a Vote of Security Holders .........   11
     Item 5.  Other Information ...........................................   11
     Item 6.  Exhibits and Reports on Form 8-K ............................   11

     Signatures ...........................................................   11

<PAGE>

                           1ST NET TECHNOLOGIES, INC.
                      Condensed Consolidated Balance Sheet
                                   (Unaudited)


                                  June 30, 2004

                                     Assets
Current assets:
    Cash ..............................................        $    12,832
    Marketable securities .............................                205
                                                               -----------
                  Total current assets ................             13,037

Investment, at cost ...................................                500
                                                               -----------

                                                               $    13,537
                                                               ===========

                  Liabilities and Shareholders' Deficit
Current liabilities:
    Accounts payable and accrued liabilities ..........        $    84,027
    Indebtedness to related party (Note 2) ............             10,001
    Capital lease obligations .........................             49,039
    Accrued payroll and payroll taxes .................             40,000
                                                               -----------
                  Total current liabilities ...........            183,067
                                                               -----------

Shareholders' deficit:
    Preferred stock ...................................               --
    Common stock ......................................              6,395
    Additional paid-in capital ........................          6,093,485
    Accumulated deficit ...............................         (6,190,349)
    Accumulated other comprehensive income:
       Unrealized holding loss on marketable securities            (79,061)
                                                               -----------

                  Total shareholders' deficit .........           (169,530)
                                                               -----------

                                                               $    13,537
                                                               ===========

      See accompanying notes to condensed consolidated financial statements
                                        3
<PAGE>

<TABLE>
                           1ST NET TECHNOLOGIES, INC.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
<CAPTION>
                                                   Three Months Ended            Six Months Ended
                                                        June 30,                      June 30,
                                               --------------------------    --------------------------
                                                  2004            2003          2004           2003
                                               -----------    -----------    -----------    -----------
<S>                                            <C>            <C>            <C>            <C>
Costs and expenses:
    General and administrative expenses ....   $     8,782    $     1,081    $    10,460    $     3,449
                                               -----------    -----------    -----------    -----------

                  Loss from operations .....        (8,782)        (1,081)       (10,460)        (3,449)

Other income (expense):
    Gain on sale of assets (Note 4) ........        19,077          6,490         23,545         11,740
    Gain on accounts payable settlement ....         1,630           --            1,630           --
    Impairment of idle assets (Note 6) .....          --             --           (1,701)          --
    Other income (Note 5) ..................          --             --            1,093           --
                                               -----------    -----------    -----------    -----------

                  Income before income taxes        11,925          5,409         14,107          8,291

Provision for income taxes (Note 3) ........          --             --             --             --
                                               -----------    -----------    -----------    -----------

                  Net income ...............   $    11,925    $     5,409    $    14,107    $     8,291
                                               ===========    ===========    ===========    ===========

Basic and diluted income per share .........   $      0.00    $      0.00    $      0.00    $      0.00
                                               ===========    ===========    ===========    ===========

Weighted average common shares outstanding .     6,395,357      6,395,357      6,395,357      6,395,357
                                               ===========    ===========    ===========    ===========
</TABLE>

      See accompanying notes to condensed consolidated financial statements
                                        4
<PAGE>

<TABLE>
                           1ST NET TECHNOLOGIES, INC.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<CAPTION>
                                                                      Six Months Ended
                                                                         June 30,
                                                                   --------------------
                                                                     2004        2003
                                                                   --------    --------
<S>                                                                <C>         <C>
                     Net cash used in
                         operating activities ..................   $(15,467)   $ (1,243)
                                                                   --------    --------

Cash flows from investing activities:
    Proceeds from receipt of note receivable (Note 4) ..........     33,545        --
                                                                   --------    --------
                     Net cash provided by
                         investing activities ..................     33,545        --
                                                                   --------    --------

Cash flows from financing activities:
    Proceeds from related party loans ..........................       --         4,145
    Repayment of related party loans (Note 2) ..................    (14,323)     (3,000)
                                                                   --------    --------
                     Net cash (used in) provided by
                         financing activities ..................    (14,323)      1,145
                                                                   --------    --------

                         Net change in cash ....................      3,755         (98)

Cash, beginning of period ......................................      9,077         125
                                                                   --------    --------

Cash, end of period ............................................   $ 12,832    $     27
                                                                   ========    ========

Supplemental disclosure of cash flow information: Cash paid for:
       Interest ................................................   $   --      $   --
                                                                   ========    ========
       Income taxes ............................................   $   --      $   --
                                                                   ========    ========
</TABLE>

      See accompanying notes to condensed consolidated financial statements
                                        5
<PAGE>


                          1ST NET TECHNOLOGIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1: Basis of presentation
        ---------------------

The interim financial statements presented herein have been prepared pursuant to
the rules and  regulations of the Securities  and Exchange  Commission  ("SEC").
Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  condensed  or omitted  pursuant  to such rules and  regulations.  The
interim  financial  statements  should be read in conjunction with the Company's
annual  financial  statements  for the year ended  December 31, 2003,  notes and
accounting  policies  thereto  included in the  Company's  Annual Report on Form
10-KSB as filed with the SEC.

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts  of the  Company  and  its  wholly  owned  subsidiary,  SSP  Management
Corporation  ("SSP").  Intercompany  transactions and balance were eliminated in
consolidation.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim periods presented have been made. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the year.

Interim financial data presented herein are unaudited.

Note 2: Related Party
        -------------

As of December 31, 2003, the Company owed an officer $24,324 for working capital
advances.  The  advances  do not carry an  interest  rate and are due on demand.
During the six months  ended June 30,  2004,  the Company  repaid  $14,323.  The
balance  of $10,001  owed to the  officer at June 30,  2004 is  included  in the
accompanying  condensed  consolidated  financial  statements as "Indebtedness to
Related Party".

Note 3: Income Tax
        ----------

The Company  records its income taxes in accordance  with Statement of Financial
Accounting  Standard No. 109,  "Accounting  for Income  Taxes".  The Company has
incurred  significant  net  operating  losses  since  inception  resulting  in a
deferred tax asset, which was fully allowed for; therefore,  the net benefit and
expense resulted in $-0- income taxes.

Note 4: Note Receivable
        ---------------

As of December 31, 2003, SSP was owed $10,000 on a promissory  note and $317,655
in  "other  consideration"  as part of the sale of its  Internet  newsletter  in
February 2000. During the six months ended June 30, 2004, SSP received the final
$10,000   payment  on  the  promissory   note  and  $23,545  towards  the  other
consideration.  Due to the  uncertainty  related to the collection of the "other
consideration", no receivable has been recorded and any collections are recorded
as income when received.

                                        6
<PAGE>

                           1ST NET TECHNOLOGIES, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 5: Lawsuit Settlement
        ------------------

In October,  2002, the Company entered into a representation  agreement with the
Law Office of Roy R. Withers, of San Diego, California, to represent the Company
in a civil action against Mitchell & Shea,  attorneys at law, for misuse of name
and related  damages.  This action  stemmed  from the  dismissal  of the Company
pursuant  to a 2002  lawsuit,  whereby the Company is seeking to recoup the fees
and  expenses  it had to expend to defend  itself in that suit.  During  January
2004,  the parties  settled the action and the Company  received net proceeds of
$1,093,  after  deducting  costs  incurred  to obtain  the  settlement.  The net
proceeds  are  included in the  accompanying  condensed  consolidated  financial
statements as "Other Income".

Note 6: Equipment Sale
        --------------

During April 2004, the Company sold its idle equipment for net proceeds of $299,
after deducting costs to sell the equipment. The idle equipment had a book value
of  $2,000  prior to the  sale.  As a  result,  the  Company  recorded  an asset
impairment  charge of $1,701 to reduce the book value of the idle  equipment  to
its fair value as of March 31, 2004.

Note 7: Letter of Intent
        ----------------

On May 19, 2004, the Company  executed a Letter of Intent to acquire 100 percent
of the issued and outstanding  common stock in VOS Systems,  Inc., ("VOS") a San
Diego,  California based company that specializes in voice activated  electronic
controls.  Under  the terms of the  Letter  of  Intent,  VOS  would  become  the
Company's  wholly-owned  subsidiary,  at which time the  Company is  expected to
change  its name to VOS  Systems.  When the  agreement  is  closed,  the  former
shareholders  of VOS would  become the  majority  shareholders  of the  Company,
resulting in a change of control.

                                        7
<PAGE>

                                     Part I


ITEM II: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following  discussion  should be read in conjunction  with the  consolidated
financial  statements and notes thereto. In addition to historical  information,
this Quarterly  Report on Form 10-QSB contains  forward-looking  statements that
involve  risks and  uncertainties  that  could  cause  actual  results to differ
materially.  Factors that might cause or contribute to such differences include,
but are not limited to;  those  discussed  in the  section  entitled  "Risks and
Uncertainties."  You  should  carefully  review  the  risks  described  in other
documents we file from time to time with the Securities and Exchange Commission,
including future Quarterly Reports on Form 10-QSB to be filed in 2003. When used
in  this  report,  the  words  "expects,"   "anticipates,"  "intends,"  "plans,"
"believes,"  "seeks,"  "targets,"   "estimates,"  and  similar  expressions  are
generally intended to identify forward-looking  statements. You should not place
undue reliance on these forward-looking  statements,  which speak only as of the
date of this  Quarterly  Report on Form 10-QSB.  We undertake no  obligation  to
publicly  release any  revisions to the  forward-looking  statements  or reflect
events or circumstances after the date of this document.

OVERVIEW

The Company maintains no current business  operations,  other than to manage its
remaining assets and liabilities.  The Company currently has no on-going revenue
generating  sources.  The Company's  main efforts  continue to be centered on an
attempt  to  satisfy  the  claims of our  various  creditors.  The  Company  has
consulted  with a  Corporate  Bankruptcy/Reorganization  Specialist  in order to
determine  which course of action would provide the Company with the opportunity
to remain as a going  concern.  Until the  Company  feels  that it can no longer
negotiate a settlement with its remaining creditors, no definitive decision will
be made with regard to this course of action. It should be anticipated, however,
that the Company might have to seek either  creditor  protection  or,  possibly,
liquidation at some point in the future.

The Company maintains one subsidiary  corporation;  SSP Management Corp ("SSP"),
which is wholly-owned.  Our historical financial  information  contained in this
Form  10-QSB is that of 1st Net  Technologies,  Inc.  and SSP on a  consolidated
basis.

On May 19, 2004, the Company  executed a Letter of Intent to acquire 100 percent
of the issued and outstanding  common stock in VOS Systems,  Inc., ("VOS") a San
Diego,  California based company that specializes in voice activated  electronic
controls.  Under  the terms of the  Letter  of  Intent,  VOS  would  become  the
Company's  wholly-owned  subsidiary,  at which time the  Company is  expected to
change  its name to VOS  Systems.  When the  agreement  is  closed,  the  former
shareholders  of VOS would  become the  majority  shareholders  of the  Company,
resulting in a change of control.

RESULTS OF OPERATIONS

     Operating expenses

The Company currently maintains minimal operating  expenses,  mostly relating to
accounting expenses and SEC filing fees.

                                        8
<PAGE>

     Other income and expense

The Company will recognize additional gains from the assets sold in prior years,
as the proceeds are received on the notes receivable and option  agreements from
the respective  buyers.  The Company has chosen to recognize the gain on sale of
the  newsletter  in  accordance   with  the   installment   method  due  to  the
uncertainties  involved  with the receipt of future  payments from the buyer(s).
During the three months ended June 30, 2004, the Company  collected $33,545 from
the sale of the  newspaper of which  $10,000 was related to the final payment on
the Marketbyte  note  receivable and $23,545 was recognized as a gain on sale of
assets  related  to  collections  of  "other  consideration"  on the  MarketByte
receivable.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2004,  the Company had $13,037 in total current assets from which to
pay its obligations.  The Company's current  liabilities  total $183,067,  which
includes  capital  lease  obligations  of $49,039 and  payroll  tax  accruals of
$40,000. At June 30, 2004, the Company had a cash balance of $12,832.

On a going  forward  basis,  1st Net and its 100 percent  owned  subsidiary  SSP
continue to maintain holdings of restricted and marketable securities. It is not
possible,  however,  to  ascertain  the  actual  value  that will be  eventually
realized by the Company when these securities are sold.

RISKS AND UNCERTAINTIES

The current focus of our Company is the potential  acquisition of VOS, a private
operating company. However, should we fail to close this transaction, the future
of our Company will depend,  largely, on our ability to successfully  develop or
acquire new products or services.  There is no assurance,  however, that we will
be  successful  in  achieving  market  acceptance  of any such new  products  or
services that we develop or acquire.  Any failure or delay in  diversifying  our
existing  offerings  could further harm our business,  results of operations and
financial condition.

We face  increasing  competition  from  better-established  companies  that have
significantly  greater resources.  Many of our current and potential competitors
could enjoy substantial competitive advantages, such as:

     *  Greater  corporate name  recognition  and larger  marketing  budgets and
        resources;
     *  Established marketing relationships and access to larger customer bases;
        and
     *  Substantially greater financial, technical and other resources.

In order to be  successful  we may need to seek  out,  identify,  and  negotiate
certain  favorable  terms with an  existing  business  entity or  concept  whose
operations  may be a good  fit  for  the  Company.  However,  problems  commonly
associated with such a transaction  may eventually  cause us to fail. Our future
success will depend in part upon the ability of our  management  to  effectively
negotiate  such a  transaction.  Such a  transaction  may require us to hire and
train additional  personnel to manage the expanded operations.  In addition,  we
will  be  required  to  continue  to  improve  our  operational,  financial  and
management  controls and our  reporting  systems and  procedures.  If we fail to
successfully  manage these  processes,  we may be unable to proceed forward as a
going concern.  If we acquire any companies or technologies in the future,  they
could prove  difficult to integrate,  disrupt our business,  dilute  shareholder
value and adversely affect operating results. We may acquire or make investments
in  complementary  companies,  services  and  technologies  in the future.  As a
result, if we fail to properly evaluate and execute acquisitions or investments,
our business and prospects will be seriously harmed.

If we have to go to court and litigate for any reason, it will be time consuming
and expensive. Therefore, the threat of creditor lawsuits could adversely affect
the Company's ability as a going concern.

                                        9
<PAGE>

In the future, we may seek to license additional  technology or content in order
to enhance our current  features or to introduce new  services.  There can be no
assurance  that any such licenses will be available on  commercially  reasonable
terms,  if at all.  The loss of or  inability to obtain or maintain any of these
technology licenses could result in delays in introduction of new services until
equivalent  technology,  if available,  is identified,  licensed and integrated,
which  could  have a  material  adverse  effect  on  our  business,  results  of
operations and financial condition.

We are not sure of the scope or the  impact on us of all of the laws,  rules and
regulations that are likely to affect our business in the future.

The securities industry in the United States is subject to extensive  regulation
under both federal and state laws.  In  addition,  the  Securities  and Exchange
Commission (the  "Commission"),  the NASD,  various stock  exchanges,  and other
regulatory  bodies,  such  as  state  securities  commissions,   require  strict
compliance  with  their  rules and  regulations.  As a matter of public  policy,
regulatory  bodies are charged with safeguarding the integrity of the securities
and other  financial  markets and with  protecting  the  interests  of customers
participating  in those  markets.  Our failure to comply with any of these laws,
rules  or  regulations  could  result  in  censure,  fine,  the  issuance  of  a
cease-and-desist  orders,  any of which could have a material  adverse effect on
our business, financial condition and operating results.

                                     Part I.

Item III.  CONTROLS AND PROCEDURES

(a)  Evaluation of disclosure controls and procedures.
     ------------------------------------------------

     Our Chief Executive Officer and Principal  Accounting Officer has evaluated
     the  effectiveness of our disclosure  controls and procedures (as such term
     is defined in Rules 13a-15 and 15d-15 under the Securities  Exchange Act of
     1934, as amended (the "Exchange  Act")) as of the end of the period covered
     by  this  quarterly  report  (the  "Evaluation  Date").   Based  upon  such
     evaluation,  the officer has concluded that, as of the Evaluation Date, our
     disclosure  controls  and  procedures  are  effective  in alerting him on a
     timely basis to material information relating to our Company (including our
     consolidated  subsidiary)  required to be included in our reports  filed or
     submitted under the Exchange Act.

(b)  Changes in internal controls over Financial Reporting.
     -----------------------------------------------------
     During the most recent quarter, there have not been any significant changes
     in our internal controls over financial  reporting or in other factors that
     could have  materially  affected,  or are  reasonably  likely to materially
     affect, our internal controls over financial reporting.


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As  reported  in our filed  annual  report,  we decided  to settle  our  pending
litigation  against  Millennium  Financial  Publishing,  LLC ("MFP") in February
2002. MFP has so far chosen not to honor the stipulations of this settlement and
thus no  compensation  has been  received  by the  Company  as a result  of this
action.  The  Company  has  chosen,  at this time,  not to expend the  resources
necessary to pursue this action, although we may pursue this suit in the future.

The Company was a party to the following lawsuit:

In October,  2002, the Company entered into a representation  agreement with the
Law Office of Roy R. Withers, of San Diego, California, to represent the Company
in a civil action against Mitchell & Shea,  attorneys at law, for misuse of name
and related  damages.  This action  stemmed  from the  dismissal  of the Company
pursuant  to a 2002  lawsuit,  whereby the Company is seeking to recoup the fees
and  expenses  it had to expend to defend  itself in that suit.  During  January
2004,  the parties  settled the action and the Company  received net proceeds of
$1,093, after deducting costs incurred to obtain the settlement.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

No events  occurred  during the quarter  covered by this  Quarterly  Report that
would require response to this item.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

No events  occurred  during the quarter  covered by this  Quarterly  Report that
would require response to this item.

ITEM 4. OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters  were  submitted  to a vote of  security  holders  during the quarter
covered by this Quarterly Report.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          31.1 Certification of Chief Executive Officer and Principal Accounting
               Officer  pursuant  to Rule  13a-14(a),  as  adopted  pursuant  to
               Section 302 of the Sarbanes-Oxley Act of 2002.

          32.1 Certification of Chief Executive Officer and Principal Accounting
               Officer  pursuant to 18 U.S.C.  Section 1350, as adopted pursuant
               to Section 906 of the Sarbanes-Oxley Act of 2002.

     (b)  Reports on Form 8-K

          None.


                                    SIGNATURE

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunder duly authorized.



                                      1st NET TECHNOLOGIES, INC.



Dated: August 3, 2004                 By: /s/ James H. Watson, Jr.
                                    -------------------------------
                                      James H. Watson, Jr.
                                      Principal Executive Officer and Principal
                                      Accounting Officer of the Registrant