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

                                   FORM 10-QSB

(Mark One)

[X]  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the quarterly period ended March 31, 2001


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

                 For the transition period from ______ to ______


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


                           1st NET TECHNOLOGIES, INC.
                 ----------------------------------------------
                 (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 March 31, 2002,  there were 6,393,392  shares of the  Registrant's  common
stock outstanding.

<PAGE>

                           1ST NET TECHNOLOGIES, INC.
                                      Index


                                     Part I

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheet as of
         March 31, 2002 (unaudited) ...............................       3

         Condensed Consolidated Statements of Operations
         for the Three Months  Ended March 31, 2002
         and 2001 (unaudited) .....................................       4

         Condensed Consolidated Statements of Cash Flows
         for the Three Months Ended March 31, 2002
         and 2001 (unaudited) .....................................       5

         Notes to Condensed Financial Statements (unaudited).......       6

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

                                     Part II

Items 1-6. Other Information ......................................      11

           Signatures .............................................      12

<PAGE>


                           1ST NET TECHNOLOGIES, INC.
                             CONDENSED BALANCE SHEET
                                   (Unaudited)
                                 March 31, 2002

                                     ASSETS
Current assets:
     Cash .................................................   $    25,328
     Note receivable ......................................        47,060
     Marketable securities ................................         3,468
                                                              -----------

     Total current assets .................................        75,856

Investments, at cost (Note D) .............................        76,479
Idle equipment, net .......................................         6,000
                                                              -----------

                                                              $   158,335
                                                              ===========

                      LIABILITIES AND SHAREHOLDERS' DEFICIT

Current liabilities:
     Accounts payable and accrued liabilities .............   $   125,772
     Indebtedness to related party ........................        55,078
     Lease obligations ....................................       197,215
     Accrued payroll and payroll taxes ....................        86,940
     Restructuring reserve ................................       185,125
                                                              -----------

     Total current liabilities ............................       650,130
                                                              -----------

Commitments and contingencies .............................          --

Shareholders' deficit:
     Preferred stock ......................................          --
     Common stock .........................................         6,393
     Common stock warrants ................................       177,022
     Additional paid in capital ...........................     5,916,465
     Accumulated deficit ..................................    (6,591,675)
                                                              -----------

     Total shareholders' deficit ..........................      (491,795)
                                                              -----------

                                                              $   158,335
                                                              ===========

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

<TABLE>
                           1ST NET TECHNOLOGIES, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<CAPTION>
                                                                    Three Months Ended
                                                                         March 31,
                                                               --------------------------
                                                                  2002           2001
                                                               -----------    -----------
                                                                               Restated*
<S>                                                            <C>            <C>
Revenues:
     Technology consulting, user fees and marketing services   $      --      $     3,116

Operating expenses .........................................        31,472        144,007
                                                               -----------    -----------

Loss from operations .......................................       (31,472)      (140,891)

Other income and expense:
     Realized gain/(loss) on investments sold (Note D) .....       118,562         14,832
     Unrealized gain/(loss) on investments held ............          --          (64,961)
     Interest expense ......................................            (5)        (8,195)
     Stock-based compensation ..............................          --           (6,775)
     Other income ..........................................           196           --
     Interest and dividend income ..........................          --              130
                                                               -----------    -----------

Income (loss) before provision for income taxes ............        87,281       (205,860)

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

Net income (loss) ..........................................   $    87,281    $  (205,860)
                                                               ===========    ===========

Basic and diluted loss per share ...........................   $      0.01    $     (0.03)
                                                               ===========    ===========

Weighted average common shares outstanding:
     Basic and diluted .....................................     6,945,892      6,705,892
                                                               ===========    ===========
</TABLE>

  *  See Note A

     See accompanying notes to condensed consolidated financial statements.
                                        4

<PAGE>

                           1ST NET TECHNOLOGIES, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                        Three Months Ended
                                                             March 31,
                                                      ----------------------

                                                        2002          2001
                                                      ---------    ---------
                                                                   Restated*
Operating activities

Net cash used in operating activities .............   $ (67,369)   $(705,726)
                                                      ---------    ---------


Investing activities
Additions to property and equipment ...............        --        (24,098)
Net proceeds from sales of investments (Note D) ...     163,315       92,830
Proceeds from receipt of notes and loans receivable        --         50,000
                                                      ---------    ---------

Net cash provided by investing activities .........     163,315      118,732
                                                      ---------    ---------

Financing activities
Repayments of capital lease obligations ...........        --        (12,362)
Additions to notes payable ........................        --         25,000
Repayments of notes payable (Notes B and E) .......     (75,000)        --
Net proceeds from issuance of common stock ........        --         39,506
                                                      ---------    ---------

Net cash provided by (used in) financing activities     (75,000)      52,144
                                                      ---------    ---------

Change in cash ....................................      20,946     (534,850)

Cash at beginning of period .......................       4,582      553,388
                                                      ---------    ---------

Cash at end of period .............................   $  25,528    $  18,538
                                                      =========    =========

Supplemental  disclosures of cash flow information:
   Cash paid during the period for:
         Interest .................................   $    --      $    --
                                                      =========    =========
         Income taxes .............................   $    --      $    --
                                                      =========    =========

  *  See Note A


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

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

Note A: Basis of presentation
        ---------------------

The interim financial statements presented herein have been prepared pursuant to
the rules and  regulations of the Securities  and Exchange  Commission.  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, 2001, notes and accounting
policies  thereto  included in the Company's Annual Report on Form 10SB 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.

During the three  months  ended March 31, 2001,  the Company  accounted  for its
investment in  Children's  Technology  Group,  Inc.  ("CTG") in accordance  with
Accounting  Principle  Board  ("APB")  Opinion No. 16.  Under this  method,  the
Company  consolidated  CTG's  financial  statements with its own. As of June 30,
2001,  the Company  began  accounting  for its  investment in CTG at cost due to
change  in  control  in CTG.  In  accordance  with  APB No.  20,  the  financial
statements  have  been  restated  to  show  financial  information  for  the new
reporting entity for all periods presented.

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 period  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 B: Related Party
        -------------

The Company  borrowed funds for working capital from  Entrepreneur  Investments,
Inc.,  an  affiliate,  during 2000 and 2001.  Borrowings  from the affiliate are
non-interest  bearing  unless  so  stated at the time  funds  are  advanced.  At
December 31,  2001,  the Company owed the  affiliate  $75,078.  During the three
months ended March 31, 2002,  the Company  repaid the affiliate  $20,000,  which
reduced the balance to $55,078 as of March 31, 2002.

Note C: 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.

                                        6
<PAGE>

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

Note D: Investments
        -----------

CTG common stock
At December 31,  2001,  the Company  held  3,922,614  shares of CTG common stock
valued at $121,731.  During 2001, the Company agreed to return 552,500 shares of
its CTG's common  stock  holding in exchange  with  552,500  shares of 1st Net's
common stock owned by CTG. The parties consummated the exchange in January 2002,
which  reduced the number of shares of CTG common  stock owned by the Company to
3,370,114.

During 2001,  the Company  granted a third party  investor an option to purchase
1,250,000  shares of CTG common  stock  owned by the Company at $.125 per share.
During  February  2002,  the investor  exercised the option and paid the Company
$156,250 for the CTG common stock.  The sale reduced the number of shares of CTG
common stock owned by the Company to 2,120,114. The Company recognized a gain on
the sale of the CTG stock of  $111,497  and  reduced  its cost  basis in the CTG
investment by $44,753 (from $120,731 to $75,978).

In January 2002, the Company granted the third party investor  another option to
purchase an  additional  1,370,114  shares of the CTG common  stock owned by the
Company,  at $.225 per share.  If the option is exercised in its  entirety,  the
number of shares of CTG common  stock owned by the  Company  would be reduced to
750,000.

Other investments
During  the three  months  ended  March  31,  2002,  the  Company  sold  another
investment to a third party investor for $7,065.  The Company  recognized a gain
on the sale of the investment of $7,065 as the investment was previously written
off by the Company.

Note E: Notes Payable, Related Parties
        ------------------------------
At December 31,  2001,  the Company owed two related  parties  promissory  notes
totaling $50,000 and $5,000,  respectively.  During the three months ended March
31, 2002, the Company repaid both notes and all related accrued interest.

                                        7
<PAGE>

                                     Part II


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 2002. 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

Prior to August 2001, 1st Net  Technologies,  Inc. (the "Company") had primarily
been in the Internet commerce and services business since its inception in 1997.
During the twelve  (12) months  ended  December  2001,  the  Company's  Board of
Directors decided to suspend, and then terminate, its California operations and,
subsequently,  moved  the  Company's  headquarters  to  Colorado,  its  state of
incorporation.  With the  closing  of its  California  operations,  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.  During 2001, the Company retained
the  services of 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, 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.  Prior
year consolidated  statements of operations and cash flows have been restated to
reflect  a  change  in  reporting  entity  due  to  the  divesture  of  a  prior
consolidated subsidiary,  Children's Technology Group (CTG). We lost control and
influence over CTG during 2001 due to CTG's issuance of additional  common stock
and preferred stock.

                                        8
<PAGE>

RESULTS OF OPERATIONS - FIRST QUARTER OF 2001 COMPARED TO FIRST QUARTER OF 2000

     Revenues

The  Company's  revenues  from  technology  consulting,  user fees and marketing
services  during the first quarter of 2002 declined $3,116 to $-0- from the same
quarter during the prior year.

     Operating expenses

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

     Other income and expense

The  Company  will  recognize  additional  gains  from  the  sale of the  assets
conducted in 2000 and 2001 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).

Other income  totaling  $118,562 was the result of a gain on the CTG  investment
sold during 2001. On July 11, 2001,  the Company issued an option (Option #1) to
purchase 1,250,000 common shares of its holdings in Children's  Technology Group
to DOC  Partners,  LLC (DOC) of Golden,  Colorado.  The option  carried a strike
price of $0.125 per share.  On February 11, 2002,  DOC exercised  that option by
issuing a check to the Company. On January 11, 2002, the Company agreed to issue
a second and final option  (Option #2) to DOC for 1,370,114  common shares at an
exercise price of $0.225 per share.  This option expires on January 11, 2003. At
March 31,  2002,  the  Company  holds  2,120,114  common  shares  in  Children's
Technology Group.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2002 the Company had  $75,856.00 in total current assets from which
to pay its obligations.  The Company's current  liabilities  total  $650,130.00,
which includes capital lease  obligations of $197,215.00 and payroll tax accrual
of $86,940.00. At March 31, 2002, the Company had cash on hand of $25,328.00.

On a going forward basis,  1st Net and its 100% owned subsidiary SSP continue to
maintain  several  holdings  of  restricted  and  marketable  securities.  It is
impossible  however  to  ascertain  the  actual  value  that will be  eventually
realized by the Company when these securities are sold.


RISKS AND UNCERTAINTIES

The future of our Company will depend,  largely,  on our ability to successfully
develop or acquire new products or services. We cannot assure you, 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.

                                       9
<PAGE>


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.

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.

                                       10
<PAGE>

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 II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As reported in our recently filed annual report,  the Company  decided to settle
our pending litigation against Millennium Financial  Publishing,  LLC ("MFP") in
February 2002. As of March 31, 2002, MFP had not delivered the remaining  agreed
upon  compensation of $2,500.00 in cash and $5,000.00 in marketable  securities.
Therefore,  it may be  necessary  for us to  continue to pursue this suit in the
future.

On March 06, 2002,  the case against the Company in Superior  Court of the State
of  California,  for the County of San Diego filed by Bradley L. Jacobs,  et al.
was  formally  dismissed  as a result of a Court  Order  based upon a Motion for
Summary  Judgment filed by 1st Net. As a result of this  dismissal,  the Company
should have no further liability in this case.

On March 28, 2002 the  Company  settled a pending  California  State Labor Board
claim. The Company was ordered to pay a former employee  $1,291.97 in back wages
as well as a penalty of $3,692.40.  No other such claims are pending against the
Company as of 3/31/02.

A creditor suit filed by L.A.  Commercial Group, Inc. in the amount of $2,665.71
is still pending as of 3/31/02.


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 three months
ended March 31, 2002

                                       11
<PAGE>


ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

None.

     (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: May 14, 2002             By: /s/ James H. Watson, Jr.
                                    -------------------------------
                                      James H. Watson, Jr.
                                Its:  Principal Executive Officer and Principal
                                      Accounting Officer of the Registrant

                                       12