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 September 30, 2004


[]   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 November 3, 2004, 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
                                   3RD QUARTER

                                      INDEX

                                                                            Page
                                                                            ----
PART 1 - FINANCIAL INFORMATION

     Item 1.  Financial Statements

     Condensed  consolidated  balance  sheet,  September 30, 2004
        (unaudited) .......................................................    3
     Condensed consolidated statements of operations, three and nine
        months ended September 30, 2004 (unaudited) and 2003 (unaudited) ..    4
     Condensed consolidated statements of cash flows, nine months
        ended September 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 Proceedings ...........................................   10
     Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..   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 ....................................................   11

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

                                        2

<PAGE>

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

                               September 30, 2004

                                     Assets
Current assets:
    Cash .......................................................    $     8,316
    Marketable securities ......................................            205
                                                                    -----------
                  Total current assets .........................          8,521

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

                                                                     $    9,021
                                                                    ===========

                      Liabilities and Shareholders' Deficit

Current liabilities:
    Accounts payable and accrued liabilities ...................    $    82,277
    Indebtedness to related party (Note 2) .....................         10,001
    Capital lease obligations ..................................         49,039
    Accrued payroll and payroll taxes ..........................         40,000
                                                                    -----------
                  Total current liabilities ....................        181,317
                                                                    -----------

Shareholders' deficit:
    Preferred stock ............................................           --
    Common stock ...............................................          6,395
    Additional paid-in capital .................................      6,093,485
    Accumulated deficit ........................................     (6,193,115)
    Accumulated other comprehensive income:
       Unrealized holding loss on marketable securities ........        (79,061)
                                                                    -----------

                  Total shareholders' deficit ..................       (172,296)
                                                                    -----------

                                                                     $    9,021
                                                                    ===========

      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            Nine Months Ended
                                                                September 30,                 September 30,
                                                          --------------------------    --------------------------
                                                             2004            2003          2004           2003
                                                          -----------    -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>            <C>
Costs and expenses:
    General and administrative expenses ...............   $     2,766    $     1,561    $    13,226    $     5,010
                                                          -----------    -----------    -----------    -----------

                  Loss from operations ................        (2,766)        (1,561)       (13,226)        (5,010)

Other income (expense):
    Gain on sale of assets (Note 4) ...................          --            4,102         23,545         15,842
    Gain on accounts payable settlement ...............          --             --            1,630           --
    Impairment of idle assets (Note 6) ................          --             --           (1,701)          --
    Other income (Note 5) .............................          --             --            1,093           --
                                                          -----------    -----------    -----------    -----------

                  Income before income taxes ..........        (2,766)         2,541         11,341         10,832

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

                  Net income ..........................   $    (2,766)   $     2,541    $    11,341    $    10,832
                                                          ===========    ===========    ===========    ===========

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>

                                                                      Nine Months Ended
                                                                       September 30,
                                                                   ---------------------
                                                                     2004        2003
                                                                   --------    --------
<S>                                                                <C>         <C>
                      Net cash used in
                         operating activities ..................   $(19,983)   $(42,486)
                                                                   --------    --------

Cash flows from investing activities:
    Proceeds from receipt of note receivable (Note 4) ..........     33,545      15,842
                                                                   --------    --------
                      Net cash provided by
                         investing activities ..................     33,545      15,842
                                                                   --------    --------

Cash flows from financing activities:
    Proceeds from related party loans ..........................       --        30,002
    Repayment of related party loans (Note 2) ..................    (14,323)     (3,000)
                                                                   --------    --------
                      Net cash (used in) provided by
                         financing activities ..................    (14,323)     27,002
                                                                   --------    --------

                         Net change in cash ....................       (761)        358

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

Cash, end of period ............................................   $  8,316    $    483
                                                                   ========    ========

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 nine months ended September 30, 2004, the Company repaid $14,323. The
balance of $10,001 owed to the officer at September  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 nine months ended September 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  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 September 30, 2004.

                                        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  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 September 30, 2004.

                                        8
<PAGE>


RESULTS OF OPERATIONS

     Operating expenses

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

     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 nine months ended September 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 September 30, 2004, the Company had $8,521 in total current assets from which
to pay its obligations.  The Company's current liabilities total $181,317, which
includes  capital  lease  obligations  of $49,039 and  payroll  tax  accruals of
$40,000. At September 30, 2004, the Company had a cash balance of $8,316.

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.

                                        9
<PAGE>

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.

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.

                                       10
<PAGE>


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

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 September 30, 2004.


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.




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


                                       11