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 March 31, 2005


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


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 April 29, there were 6,395,357 shares of the Registrant's common stock
outstanding.

Transitional Small Business Disclosure format:    Yes [ ]    No [ X ]


<PAGE>


FORM 10-QSB
1ST QUARTER

                                      INDEX

                                                                            Page
                                                                            ----
PART 1 - FINANCIAL INFORMATION

     Item 1.  Financial Statements

     Condensed consolidated balance sheet, March 31, 2005 (unaudited) .....    3
     Condensed consolidated statements of operations, three months
        ended March 31, 2005 (unaudited) and 2004 (unaudited) .............    4
     Condensed consolidated statements of cash flows, three months
        ended March 31, 2005 (unaudited) and 2004 (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 .....................................   11

PART 2 - OTHER INFORMATION

     Item 1.  Legal Information ...........................................   11
     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 ............................   12

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

<PAGE>

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

 March 31, 2005

 Assets
Current assets:
    Cash ...................................................   $     4,397
    Marketable securities ..................................           216
                                                               -----------
                  Total current assets .....................   $     4,613
                                                               ===========

                     Liabilities and Shareholders' Deficit
Current liabilities:
    Accounts payable and accrued liabilities ...............   $    62,612
    Indebtedness to related party (Note 2) .................         8,000
    Capital lease obligations ..............................        49,039
    Accrued payroll and payroll taxes ......................        40,000
                                                               -----------
                  Total current liabilities ................       159,651
                                                               -----------

Shareholders' deficit:
    Preferred stock, -0- shares issued and outstanding .....          --
    Common stock, 6,395,357 shares issued and outstanding ..         6,395
    Additional paid-in capital .............................     6,192,941
    Accumulated deficit ....................................    (6,275,324)
    Accumulated other comprehensive income
       Unrealized holding loss on marketable securities ....       (79,050)
                                                               -----------

                  Total shareholders' deficit ..............      (155,038)
                                                               -----------

                                                               $     4,613
                                                               ===========

      See accompanying notes to condensed consolidated financial statements

                                        3
<PAGE>

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

                                                 For the Three Months Ended
                                                         March 31,
                                                 --------------------------
                                                    2005           2004
                                                 -----------    -----------
Costs and expenses:
    General and administrative expenses ......   $     9,696    $     1,678
                                                 -----------    -----------

                    Loss from operations .....        (9,696)        (1,678)

Other income (expense):
    Gain on sale of assets ...................          --            4,468
    Impairment of idle assets ................          --           (1,701)
    Other income .............................          --            1,093
                                                 -----------    -----------

                    Income before income taxes        (9,696)         2,182

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

                    Net income ...............   $    (9,696)   $     2,182
                                                 ===========    ===========

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

Weighted average common shares outstanding ...     6,395,357      6,395,357
                                                 ===========    ===========


      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,
                                                         --------------------
                                                           2005        2004
                                                         --------    --------
                      Net cash provided by (used in)
                         operating activities .........  $ (8,403)   $     15
                                                         --------    --------

Cash flows from investing activities:
    Proceeds from receipt of note receivable ..........      --        14,468
                                                         --------    --------
                      Net cash provided by
                         investing activities .........      --        14,468
                                                         --------    --------

Cash flows from financing activities:
    Repayment of related party loans ..................      --       (10,000)
                                                         --------    --------
                      Net cash used in
                         financing activities .........      --       (10,000)
                                                         --------    --------

                         Net change in cash ...........    (8,403)      4,483

Cash, beginning of period .............................    12,800       9,077
                                                         --------    --------

Cash, end of period ...................................  $  4,397    $ 13,560
                                                         ========    ========

Supplemental disclosure of cash flow information:
   Cash paid for:
       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 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, 2004, 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

In prior years, the Company has borrowed funds from an affiliate for working
capital. At December 31, 2004, the Company was indebted to the affiliate in the
amount of $8,000. No additional advances or repayments were made during the
three months ended March 31, 2005. Borrowings from the affiliate are
non-interest bearing and due on demand.

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:  Letter of Intent

On August 30, 2004, the Company entered into an Agreement and Plan of
Reorganization with VOS Systems, Inc., ("VOS") a San Diego, California based
company that specializes in voice activated electronic controls. The Agreement
provides for the reorganization of VOS with the Company, with the Company
adopting the name VOS Systems, Inc. In connection with the Agreement, the
Company would acquire all of the issued and outstanding common shares of VOS in
exchange for approximately 36,050,000 shares of the Company's common stock. At
the closing of the Agreement, current shareholder of VOS would own approximately
85% of the outstanding common stock of the Company, resulting in a change in
control.

                                        6


<PAGE>


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


The Agreement had not closed as of the date of this report.


                                        7

<PAGE>


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 2005. 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 August 30, 2004, the Company entered into an Agreement and Plan of
Reorganization with VOS Systems, Inc., ("VOS") a San Diego, California based
company that specializes in voice activated electronic controls. The Agreement
provides for the reorganization of VOS with the Company, with the Company
adopting the name VOS Systems, Inc. In connection with the Agreement, the
Company would acquire all of the issued and outstanding common shares of VOS in
exchange for approximately 36,050,000 shares of the Company's common stock. At
the closing of the Agreement, current shareholder of VOS would own approximately
85% of the outstanding common stock of the Company, resulting in a change in
control. The Agreement had not closed as of the date of this report.

RESULTS OF OPERATIONS

     Operating expenses

The Company currently incurs minimal operating expenses, mostly relating to
professional fees and SEC filing fees.

                                        8
<PAGE>

     Other income and expense

The Company recognizes gains from assets sold in prior years, as the proceeds
are received. The Company has chosen to recognize the gain on sale of its
newsletter in accordance with the installment method due to the uncertainties
involved with the receipt of future payments from the buyer. No amounts were
collected during the three months ended March 31, 2005.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2005, the Company had $4,613 in total current assets from which to
pay its obligations. The Company's current liabilities total $159,651, resulting
in a working capital deficit of $155,038. At March 31, 2005, the Company had a
cash balance of $4,397.

On a going forward basis, 1st Net and its 100 percent owned subsidiary SSP
continue to maintain holdings of 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.

RESULT OF THE TRANSACTION WITH VOS SYSTEMS, INC. IF APPROVED

Upon completion of the reorganization agreement by and between 1st Net
Technologies, Inc. and VOS Systems, Inc., the strategic direction and business
plans of VOS Systems, Inc. will be adopted. Such strategies and plans are
expected to include new product development, the enhancement of existing
technologies, and the definition of specific applications for such products and
technologies, and the expansion of business-to-business (wholesale)
applications.

Management is not aware of any required state or federal regulatory requirements
that must be complied with or approvals obtained to complete this reorganization
with VOS Systems, Inc.

Management has not obtained any appraisals or expert opinions related to this
reorganization with VOS systems, Inc. Factors management has considered when
evaluating the terms of the reorganization with VOS Systems, Inc. include but
are not limited to: The lack of business activities, market activity, business
prospects and the potential liabilities of 1st Net Technologies, Inc.
Additionally, VOS Systems, Inc. has a qualified and active management team,
intellectual property and potential for growth.

1st Net Technologies, Inc., VOS Systems, Inc. and their affiliates have had no
prior contractual arrangements, relationships or engaged in other negotiations
for the periods represented by the accompanying financial statements.

Terms of the Share Exchange
The Share Exchange in connection with the Agreement and Plan of Reorganization
consists exclusively of newly issued shares of Common Stock, $.001 par value per
share, of 1st Net Technologies, Inc. and shall be a maximum of 36,050,000 shares
issued and exchanged on the basis of three (3) shares of 1st Net Technologies,
Inc. common shares for each common share of VOS Systems, Inc. with fractional
shares being rounded up to the next whole share.

These newly issued shares of 1st Net Technologies, Inc. will be allocated among
the Stockholders of VOS Systems, Inc. in the proportion of their share ownership
of the outstanding shares of VOS Systems, Inc. Common Stock. Upon completion of
the share exchange with the current shareholders of VOS Systems, Inc. they would
own approximately 85% of the outstanding common stock of 1st Net Technologies,
Inc., resulting in a change in control. 1st Net Technologies, Inc. would own
100% of the outstanding common stock of VOS Systems, Inc. and hold VOS Systems,
Inc., a California Corporation as a wholly owned subsidiary.

                                        9
<PAGE>


Change in Control of 1st Net Technologies
As of March 31, 2005, 1st net technologies had 6,395,357 shares of common stock
outstanding. These shares are held by approximately 203 shareholders of record
with the Company's transfer agent.

Currently, our CEO James H. Watson is the only beneficial holder of our
outstanding stock through his control of 11.23% of 1st Net's outstanding common
stock. The remaining 88.77% of the outstanding common stock is held in small
concentrations by many stockholders.

If the reorganization with VOS Systems, Inc. is approved, up to 36,050,000
additional common shares will be issued to the 74 individual shareholders of
VOS. Upon this issuance the current shareholders of VOS Systems, Inc. would own
approximately 85% of the outstanding common stock of 1st Net Technologies, Inc.

The officers and directors of VOS Systems as a group would control over 33% of
that outstanding and a single beneficial owner would control an additional 15%
of the outstanding stock. This changes the current ownership by concentrating
control of nearly half of the outstanding common stock of the company with six
individuals.

Current 1st Net Shareholders would hold a minority position and due to the wide
distribution of shares among those shareholders would likely not have
substantial ability to choose future management of 1st Net Technologies, Inc.
with their current holdings.

RISKS AND UNCERTAINTIES

The risks and uncertainties described below are those that we currently deem to
be material and that we believe are specific to our Company. If any of these or
other risks actually occurs, the trading price of our Common Stock could
decline. We have a history of losses and have incurred losses for the three
months ended March 31, 2005. Also, because we expect our operating losses to
continue into the future, we may never be profitable. We have an accumulated
deficit of $6,275,324 at March 31, 2005. While we are unable to predict
accurately our future operating expenses, we currently expect our operating
expenses to remain low, as we attempt to close the Agreement and Plan of
Reorganization with VOS. If we fail to close the VOS transaction or are unable
to find a suitable business to acquire or combine with, we will not succeed. In
addition, there is the potential that after a reorganization, profitable
business operations could fail to develop with new management and any new
business strategies.

We are also dependent upon the willingness of our sole officer to continue
providing services without compensation as well as the liquidity and advances
from the officer to maintain the Company in stasis with no firm commitments to
continue.

We are much less likely to succeed than a business with an established operating
history. You should consider an investment in our stock in light of the risks,
uncertainties and difficulties frequently encountered by early-stage companies
in new markets such as ours. We may not be able to successfully address any or
all of these risks. Failure to adequately do so could cause our business,
results of operations and financial condition to suffer.

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.

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, or the issuance of
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

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

ITEM 2. UNREGISTERED SALES OF EQUITY 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

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

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.

                                       11
<PAGE>

     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.




                                    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 2, 2005                    By: /s/ James H. Watson, Jr.
                                      -------------------------------
                                      James H. Watson, Jr.
                                      Principal Executive Officer and Principal
                                      Accounting Officer of the Registrant

                                       12