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

                                  FORM 10-QSB-A
                                  Amendment #1

(Mark One)

[X]  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended March 31, 2003


[]   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 May 31, 2003, there were 6,395,357 shares of the Registrant's common stock
outstanding.



<PAGE>

FORM 10-QSB
1ST QUARTER

                                      INDEX

                                                                            Page
                                                                            ----

PART 1 - FINANCIAL INFORMATION

     Item 1.  Financial Statements

     Condensed consolidated balance sheet, March 31, 2003 (unaudited).........3
     Condensed consolidated statements of operations, three months
        ended March 31, 2003 (unaudited) and 2002 (unaudited).................4
     Condensed consolidated statements of cash flows, three months
        ended March 31, 2003 (unaudited) and 2002 (unaudited).................5

     Notes to unaudited condensed consolidated financial statements...........6

     Item 2.  Management's Discussion and Analysis or Plan of Operation.......7

     Item 3.  Controls and Procedures.........................................9

PART 2 - OTHER INFORMATION

     Item 1.  Legal Information...............................................9
     Item 2.  Changes in Securities..........................................10
     Item 3.  Defaults Upon Senior Securities................................10
     Item 4.  Submission of Matters to a Vote of Security Holders............10
     Item 5.  Other Information..............................................10
     Item 6.  Exhibits and Reports on Form 8-K...............................10

     Signatures..............................................................10

     Certifications..........................................................11

<PAGE>

<TABLE>
                           1ST NET TECHNOLOGIES, INC.
                      Condensed Consolidated Balance Sheet
                                  (Unaudited)
<CAPTION>


                                 March 31, 2003

                                     Assets
<S>                                                                           <C>
Current assets:
    Cash ..................................................................   $         5
    Marketable securities .................................................        22,591
    Note receivable .......................................................        45,000
                                                                              -----------
                  Total current assets ....................................        67,596

Investment, at cost .......................................................           500
Idle equipment, net .......................................................         2,000
                                                                              -----------

                                                                              $    70,096
                                                                              ===========

                      Liabilities and Shareholders' Deficit
Current liabilities:
    Accounts payable and accrued liabilities ..............................   $   167,740
    Indebtedness to related parties (Note B) ..............................        48,178
    Lease obligations .....................................................       197,215
    Accrued payroll and payroll taxes .....................................        93,791
    Restructuring reserve .................................................       163,668
                                                                              -----------
                  Total current liabilities ...............................       670,592
                                                                              -----------

Shareholders' deficit:
    Preferred stock -- Common stock .......................................         6,395
    Additional  paid-in capital ...........................................     6,093,485
    Accumulated deficit ...................................................    (6,643,701)
    Accumulated other comprehensive income:
       Unrealized holding loss on marketable securities ...................       (56,675)
                                                                              -----------

                  Total shareholders' deficit .............................      (600,496)
                                                                              -----------

                                                                              $    70,096
                                                                              ===========
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                        3
<PAGE>

<TABLE>
                           1ST NET TECHNOLOGIES, INC.
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
<CAPTION>
                                                       For The Three Months Ended
                                                               March 31,
                                                       --------------------------
                                                          2003           2002
                                                       -----------    -----------
<S>                                                    <C>            <C>
Operating expenses .................................   $     2,368    $    31,472
                                                       -----------    -----------

                   Loss from operations ............        (2,368)       (31,472)

Other income (expense):
    Realized gain/(loss) on sale of investments ....          --          118,562
    Unrealized gain/(loss) on investments ..........          --             --
    Interest expense ...............................          --               (5)
    Gain on sale of assets .........................         5,250           --
    Loss on disposal of property and equipment .....          --             --
    Asset impairment ...............................          --             --
    Gain on settlement of liabilities ..............          --             --
    Interest and dividend income ...................          --             --
    Other income ...................................          --              196
                                                       -----------    -----------

                   Income (loss) before income taxes         2,882         87,281

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

                   Net income (loss) ...............   $     2,882    $    87,281
                                                       ===========    ===========

Basic and diluted income (loss) per share ..........   $      0.00    $      0.01
                                                       ===========    ===========

Weighted average common shares outstanding .........     6,395,357      6,945,892
                                                       ===========    ===========
</TABLE>


      See accompanying notes to condensed consolidated financial statements

                                        4
<PAGE>

                           1ST NET TECHNOLOGIES, INC.
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                      For The Three Months Ended
                                                               March 31,
                                                       -------------------------
                                                         2003         2002
                                                       ---------    ---------

                     Net cash used in
                         operating activities ......      (3,220)     (67,369)
                                                       ---------    ---------

Cash flows from investing activities:
    Proceeds from sale of marketable securities, net        --        163,315
                                                       ---------    ---------
                     Net cash provided by
                         investing activities ......        --        163,315
                                                       ---------    ---------

Cash flows from financing activities:
    Repayment of notes payable .....................        --        (75,000)
    Proceeds from related party loans (Note B) .....       4,100         --
    Repayment of related party loans (Note B) ......      (1,000)        --
                                                       ---------    ---------
                     Net cash provided by (used in)
                         financing activities ......       3,100      (75,000)
                                                       ---------    ---------

                         Net change in cash ........        (120)      20,946

Cash, beginning of period ..........................         125        4,582
                                                       ---------    ---------

Cash, end of period ................................   $       5    $  25,528
                                                       =========    =========

Supplemental disclosure of cash flow information:
    Interest .......................................   $    --      $    --
                                                       =========    =========
    Income taxes ...................................   $    --      $    --
                                                       =========    =========

     See accompanying notes to condensed consolidated financial statements

                                        5
<PAGE>


                           1ST NET TECHNOLOGIES, INC.
              NOTES TO CONDENSED CONSOLIDATED 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, 2002, 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 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  totaling  $4,100 for working  capital  from three
affiliates  during the three months ended March 31,  2003.  Borrowings  from the
affiliates are non-interest  bearing. At December 31, 2002, the Company owed the
affiliates  $45,078.  During the three months ended March 31, 2003,  the Company
also repaid the affiliates $1,000. The balance of $48,178 owed to the affiliates
at  March  31,  2003 is  included  in the  accompanying  condensed  consolidated
financial statements as Indebtedness to Related Parties.

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>
                                     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 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

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, 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.

RESULTS OF OPERATIONS

     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 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 March 31, 2003, the Company  collected $5,250 from
the sale of the newspaper.

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

                                        7
<PAGE>

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 expired on January 11, 2003. At
March 31,  2003,  the  Company  holds  2,120,114  common  shares  in  Children's
Technology Group.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2003 the Company had $67,596 in total current  assets from which to
pay its obligations.  The Company's current  liabilities  total $670,592,  which
includes  capital  lease  obligations  of $197,215  and payroll tax  accruals of
$93,791. At March 31, 2003, the Company had a cash balance of $5.

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 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 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.

                                        8
<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.
     -------------------------------------------------
     We maintain  controls and  procedures  designed to ensure that  information
     required to be  disclosed  in the reports  that we file or submit under the
     Securities  Exchange Act of 1934 is  recorded,  processed,  summarized  and
     reported  within the time  periods  specified in the rules and forms of the
     Securities and Exchange  Commission.  Based upon their  evaluation of those
     controls and procedures performed within 90 days of the filing date of this
     report,  our chief executive  officer and the principal  financial  officer
     concluded that our disclosure controls and procedures were adequate.

(b)  Changes in internal controls.
     -----------------------------
     There were no  significant  changes in our  internal  controls  or in other
     factors that could  significantly  affect these controls  subsequent to the
     date of the evaluation of those controls by the chief executive officer and
     principal financial officer.


                           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  stems from the  dismissal  of the  Company
pursuant to item #2 above, whereby the Company is seeking to recoup the fees and
expenses  it had to expend to defend  itself in that suit.  The  Company is also
asking the Court for punitive  damages  related to this case.  The case is still
pending as of March 31, 2003.

                                        9
<PAGE>

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
months ended March 31, 2003.


ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

          1.   99.1:  Certification  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: June 11, 2003              By: /s/ James H. Watson, Jr.
                                      -------------------------------
                                      James H. Watson, Jr.
                                Its:  Principal Executive Officer and Principal
                                      Accounting Officer of the Registrant


                                       10
<PAGE>



                                  CERTIFICATION

     I, James H. Watson, Jr., certify that:

1.   I  have  reviewed  this  quarterly   report  on  Form  10-QSB  of  1st  Net
     Technologies, Inc.

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: June 11, 2003


/s/ James H. Watson, Jr.
-----------------------------------------
James H. Watson, Jr.
Principal Executive Officer and Principal
Accounting Officer of the Registrant

                                       11