F

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

FORM 10-QSB

|[ x ]  | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended September 30, 2002
|------ | ------------------------------------------------------------------------------------------------------------------------------------
|[    ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period:                                          

Commission file number 333-41516

wwbroadcast.net inc.(Exact name of small business issuer as specified in its charter)

|Wyoming                                                        | 98-0226032                             
|-------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)

Suite 1600, 777 Dunsmuir Street,
Vancouver, British Columbia, Canada V6C 3H1(Address of principal executive offices)

(604) 687-9931(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  [   ]

Indicate the number of share outstanding of each of the issuer's classes of common stock, as of September 30, 2002:   10,141,946

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Part I - FINANCIAL INFORMATION

Item 1. Financial Statements.

ww.broadcast.net inc.(A Development Stage Enterprise)
(Expressed in United States dollars)
(Unaudited - Prepared by Management)
Balance Sheets

|                                                                                                                                           | September 30, 2002                                       | December 31,  2001               
|------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------- | ---------------------------------
|                                                                                                                                           | (Unaudited)                                              |                                  
|Assets                                                                                                                                     |                                                          |                                  
|Current assets:                                                                                                                            |                                                          |                                  
|                                                                                                                                           | Cash and cash equivalents                                | $                                
|                                                                                                                                           | Goods and services tax receivable                        |                                  
|                                                                                                                                           | Total current assets                                     |                                  
|Equipment                                                                                                                                  |                                                          | 2,782                            
|Total assets                                                                                                                               | $                                                        | 47,269                           
|Liabilities and Stockholders' Deficiency                                                                                                   |                                                          |                                  
|Current liabilities:                                                                                                                       |                                                          |                                  
|                                                                                                                                           | Accounts payable and accrued liabilities                 |                                  
|                                                                                                                                           | Payables to related parties (note 4)                     |                                  
|                                                                                                                                           | Notes payable to related party (note 4(c))               |                                  
|                                                                                                                                           | Total current liabilities                                |                                  
|Total liabilities                                                                                                                          |                                                          | 61,971                           
|Stockholders' deficiency:                                                                                                                  |                                                          |                                  
|Common stock, no par value, authorized 20,000,000 shares; issued 10,141,946 at September 30, 2002 and 2,462,811 December 31, 2001 (note 3) |                                                          | 4,608,305                        
|                                                                                                                                           | Additional paid-in capital                               |                                  
|                                                                                                                                           | Deficit before inception of new business (note 1)        |                                  
|                                                                                                                                           | Deficit accumulated during the development stage note 1) |                                  
|                                                                                                                                           | Accumulated other comprehensive income:                  |                                  
|                                                                                                                                           |                                                          | Cumulative translation adjustment
|                                                                                                                                           |                                                          |                                  
|Total liabilities and stockholders' deficiency                                                                                             | $                                                        | 47,269                           

The accompanying notes are an integral part of these financial statements

|Approved on behalf of the Board:
/s/ Marcel de Groot
Marcel de Groot, Director | /s/ David De Witt
David De Witt, Director
|------------------------------------------------------------------------------ | -----------------------------------------

-2-

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WWBROADCAST.NET INC.(A Development Stage Enterprise)
(Expressed in United States dollars)
(Unaudited - Prepared by Management)

Statements of Operations

|                                                                        | Three month period 
ended Sept. 30          |       | Nine month period 
ended Sept. 30 |        | Period from July 1/99 (inception of new business to Sept. 03/02
|----------------------------------------------------------------------- | ------------------------------------------- | ----- | --------------------------------- | ------ | ---------------------------------------------------------------
|                                                                        | 2002                                        |       | 2001                              |        | 2002                                                           
|                                                                        |                                             |       |                                   |        |                                                                
|Advertising revenue                                                     | $         --                                | $     | --                                | $      | --                                                             
|Operating expenses:                                                     |                                             |       |                                   |        |                                                                
|                                                                        | Depreciation and amortization               | 2,219 |                                   | 2,119  |                                                                
|                                                                        | Consulting fees                             | 5,512 |                                   | 4,134  |                                                                
|                                                                        | Marketing                                   | --    |                                   | --     |                                                                
|                                                                        | Filing fees                                 | 2,793 |                                   | 892    |                                                                
|                                                                        | Investor and media relations                | --    |                                   | --     |                                                                
|                                                                        | Management fees to related parties (note 4) | 9,661 |                                   | 19,416 |                                                                
|                                                                        | General and administrative                  | 803   |                                   | 965    |                                                                
|                                                                        | Professional fees                           | 5,345 |                                   | 14,765 |                                                                
|                                                                        | Rent                                        | 3,848 |                                   | 4,272  |                                                                
|                                                                        | Wages and benefits                          | --    |                                   | 1,358  |                                                                
|                                                                        | Loss (gain) on disposal of equipment        | --    |                                   | (449)  |                                                                
|                                                                        | Write-down of intangible assets             | --    |                                   | --     |                                                                
|                                                                        | (30,181)                                    |       | (47,472)                          |        | (117,940)                                                      
|Loss from operations                                                    | (30,181)                                    |       | (47,472)                          |        | (117,940)                                                      
|Interest income (expense), net                                          | 6,447                                       |       | --                                |        | (3,858)                                                        
|Net loss for the period                                                 | $(23,734)                                   | $     | (47,472)                          | $      | (121,798)                                                      
|Loss per common share, basic and diluted                                | $    (0.01)                                 | $     | (0.02)                            | $      | (0.03)                                                         
|Weighted average number of common shares outstanding, basic and diluted | 9,487,847                                   |       | 2,248,972                         |        | 4,688,446                                                      

The accompanying notes are an integral part of these financial statements.





2

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WWBROADCAST.NET INC.(A Development Stage Enterprise)
(Expressed in United States dollars)
(Unaudited - Prepared by Management)
Statements of Stockholders' Equity

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|                                                                                                         | Common Shares | Additional
Paid-in
Capital | Deficit accumulated Prior to Development Stage
|-------------------------------------------------------------------------------------------------------- | ------------- | -------------------------- | ----------------------------------------------
|                                                                                                         | Shares        |                            | Amount                                        
|                                                                                                         |               |                            |                                               
|Balance, December 31, 1998                                                                               | 1,391,811     |                            | $2,845,343                                    
|Issuance of common stock on exercise of warrants by employees (May 14, 1999 -$0.29 per share)            | 200,000       |                            | 267,415                                       
|Loss for the period                                                                                      | -             |                            | -                                             
|Balance, July 1, 1999 (inception of new business)                                                        | 1,591,811     |                            | 3,112,758                                     
|Issuance of common stock on exercise of stock options by employees(August 30, 1999  $0.20 per share)     | 1,000         |                            | 1,003                                         
|Issuance of common stock for intangible assets to non-employees (November 15, 1999 - $0.03 per share)    | 600,000       |                            | 101,633                                       
|Issuance of common stock on exercise of stock options by employees (November 19, 1999 - $0.55 per share) | 3,000         |                            | 8,334                                         
|Loss for the period                                                                                      | -             |                            | -                                             
|Adjustment to cumulative  translation account                                                            | -             |                            | -                                             
|Balance, December 31, 1999                                                                               | 2,195,811     |                            | 3,223,728                                     
|Issuance of common stock on exercise of options by employees (January 4, 2000 - $0.56 per share)         | 2,000         |                            | 5,644                                         
|Issuance of common stock on private placement to non-employees (January 25, 2000 - $0.50 per share)      | 150,400       |                            | 376,000                                       
|Issuance of common stock on private placement to employees (January 25, 2000 - $0.50 per share)          | 63,600        |                            | 159,000                                       
|Issuance of common stock on exercise of options by employees  (February 7, 2000 - $0.43 per share)       | 2,000         |                            | 4,542                                         
|Issuance of common stock on exercise of options by employees (March 15, 2000 - $0.43 per share)          | 2,000         |                            | 4,542                                         
|Issuance of common stock on Private Placement to non-employees (April 11, 2000 - $1.00 per share)        | 45,000        |                            | 225,000                                       
|Issuance of common stock for services by non-employees (June 21, 2000 - $0.65 per share)                 | 2,000         |                            | 6,500                                         
|Consultant stock option  compensation expense                                                            |               |                            | -                                             
|Loss for the period                                                                                      | -             |                            | -                                             
|Adjustment to cumulative  translation account                                                            | -             |                            | -                                             
|Balance, December 31, 2000                                                                               | 2,462,811     |                            | 4,004,956                                     
|Loss for the period                                                                                      | -             |                            | -                                             
|Adjustment to cumulative  translation account                                                            | 2,462,811     |                            | 4,004,956                                     
|Balance, December 31, 2001                                                                               | -             |                            | -                                             
|Issuance of common stock on Private Placement to employees (July 5, 2002 - $0.08  per share)             | 2,666,667     |                            | 209,520                                       
|Issuance of common stock on Private Placement to non-employees (July 5, 2002 - $0.08  per share)         | 1,750,000     |                            | 137,497                                       
|Issuance of common stock for debt  to non-employees (July 5, 2002 - $0.08  per share)                    | 896,129       |                            | 70,409                                        
|Issuance of common stock for debt to employees (July 5, 2002 - $0.08  per share)                         | 2,366,339     |                            | 185,923                                       
|Loss for the period                                                                                      | --            |                            | --                                            
|Adjustment to cumulative  translation account                                                            | -             |                            | -                                             
|Balance, September 30, 2002                                                                              | 10,141,946    |                            | $4,608,305                                    

See accompanying notes to financial statements.

3

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|                                                                                                         | Deficit Accumulated
During
Development
Stage |   | Cumulative
Translation
Adjustment |   | Total
Stockholders' 
Deficiency |   | Comprehensive
Income
(loss)
|-------------------------------------------------------------------------------------------------------- | -------------------------------------------- | - | --------------------------------- | - | ------------------------------- | - | ---------------------------
|                                                                                                         | note (1)                                     |   |                                   |   |                                 |   |                            
|                                                                                                         |                                              |   |                                   |   |                                 |   |                            
|Balance, December 31, 1998                                                                               | $           -                                | $ | -                                 | $ | 22,052                          |   | --                         
|Issuance of common stock on exercise of warrants by employees (May 14, 1999 - $0.29 per share)           | -                                            |   | -                                 |   | 267,415                         |   |                            
|Loss for the period                                                                                      | -                                            |   | -                                 |   | (26,699)                        | $ | (26,699)                   
|Balance, July 1, 1999 (inception of new business)                                                        | -                                            |   | -                                 |   | 262,768                         | $ | (26,699)                   
|Issuance of common stock on exercise of stock options by employees (August 30, 1999  $0.20 per share)    | -                                            |   | -                                 |   | 1,003                           |   | --                         
|Issuance of common stock for intangible assets to non-employees (November 15, 1999 - $0.03 per share)    | -                                            |   | -                                 |   | 203,633                         |   | --                         
|Issuance of common stock on exercise of stock options by employees (November 19, 1999 - $0.55 per share) | -                                            |   | -                                 |   | 8,334                           |   | --                         
|Loss for the period                                                                                      | (274,926)                                    |   | -                                 |   | (274,926)                       | $ | (274,926)                  
|Adjustment to cumulative  translation account                                                            | -                                            |   | 5,765                             |   | 5,765                           | $ | 5,765                      
|Balance, December 31, 1999                                                                               | (274,926)                                    |   | 5,765                             |   | 206,577                         | $ | (295,860)                  
|Issuance of common stock on exercise of options by employees (January 4, 2000 - $0.56 per share)         | -                                            |   | -                                 |   | 5,644                           |   | --                         
|Issuance of common stock on private placement to non-employees (January 25, 2000 - $0.50 per share)      | -                                            |   | -                                 |   | 376,000                         |   | --                         
|Issuance of common stock on private placement to  employees (January 25, 2000 - $0.50 per share)         | -                                            |   | -                                 |   | 159,000                         |   | --                         
|Issuance of common stock on exercise of options by employees  (February 7, 2000 - $0.43 per share)       | -                                            |   | -                                 |   | 4,542                           |   | --                         
|Issuance of common stock on exercise of options by employees (March 15, 2000 - $0.43 per share)          | -                                            |   | -                                 |   | 4,542                           |   | --                         
|Issuance of common stock on Private Placement to non-employees (April 11, 2000 - $1.00 per share)        | -                                            |   | -                                 |   | 225,000                         |   | --                         
|Issuance of common stock for services by non-employees (June 21, 2000 - $0.65 per share)                 | -                                            |   | -                                 |   | 6,500                           |   | --                         
|Consultant stock option  compensation expense                                                            | -                                            |   | -                                 |   | 80,746                          |   | --                         
|Loss for the period                                                                                      | (1,051,217)                                  |   | -                                 |   | (1,051,217)                     | $ | (1,051,217)                
|Adjustment to cumulative  translation account                                                            | -                                            |   | (24,025)                          |   | (24,025)                        | $ | (24,025)                   
|Balance, December 31, 2000                                                                               | (1,326,143)                                  |   | (18,260)                          |   | (6,691)                         | $ | (1,075,242)                
|Loss for the period                                                                                      | (486,260)                                    |   | -                                 |   | (486,260)                       |   | (486,260)                  
|Adjustment to cumulative  translation account                                                            | -                                            |   | 19,332                            |   | 19,332                          |   | 19,332                     
|Balance, December 31, 2001                                                                               | (1,812,403)                                  |   | 1,072                             |   | (473,619)                       |   | (466,928)                  
|Issuance of common stock on Private Placement to employees (July 5, 2002 - $0.08  per share)             | --                                           |   | --                                |   | 209,520                         |   | --                         
|Issuance of common stock on Private Placement to non-employees (July 5, 2002 - $0.08  per share)         | --                                           |   | --                                |   | 137,497                         |   | --                         
|Issuance of common stock for debt to non-employees (July 5, 2002 - $0.08  per share)                     | --                                           |   | --                                |   | 70,409                          |   | --                         
|Issuance of common stock for debt to employees (July 5, 2002 - $0.08  per share)                         | --                                           |   | --                                |   | 185,923                         |   | --                         
|Loss for the period                                                                                      | (121,798)                                    |   |                                   |   | (121,798)                       |   | (121,798)                  
|Adjustment to cumulative  translation account                                                            | --                                           |   | (22,634)                          |   | (22,634)                        |   | (22,634)                   
|Balance, September 30, 2002                                                                              | $ (1,934,201)                                |   | $ (21,562)                        |   | $ (14,702)                      | $ | (144,432)                  



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WWBROADCAST.NET INC.(A Development Stage Enterprise)
(Expressed in United States dollars)
(Unaudited - Prepared by Management)
Statements of Cash Flows

|                                                                              | Three months period  ended Sept. 30                     | Nine month period  ended Sept. 30        | Period from July 1, 1999 (inception of new business) to Sept. 30, 2002
|----------------------------------------------------------------------------- | ------------------------------------------------------- | ---------------------------------------- | ----------------------------------------------------------------------
|2002                                                                          | 2001                                                    | 2002                                     | 2001                                                                  
|Cash flow from operating activities:                                          |                                                         |                                          |                                                                       
|                                                                              | Net loss for the period                                 | $                                        | (23,734)                                                              
|                                                                              | Items not affecting cash:                               |                                          |                                                                       
|                                                                              |                                                         | Depreciation and amortization            |                                                                       
|                                                                              |                                                         | Loss (gain) on disposal of equipment     |                                                                       
|                                                                              |                                                         | Write-down of Intangible Assets          |                                                                       
|                                                                              |                                                         | Consultant stock option compensation     |                                                                       
|                                                                              |                                                         | Issuance of Common Shares for services   |                                                                       
|                                                                              | Changes in operating assets and liabilities:            |                                          | --                                                                    
|                                                                              |                                                         | Amounts receivable                       |                                                                       
|                                                                              |                                                         | Prepaid expenses                         |                                                                       
|                                                                              |                                                         | Accounts payable and accrued liabilities |                                                                       
|                                                                              |                                                         | Net cash used in operating activities    |                                                                       
|Cash flow from investing activities:                                          |                                                         |                                          |                                                                       
|                                                                              | Purchase of equipment                                   |                                          | --                                                                    
|                                                                              | Proceeds on disposal of equipment                       |                                          | --                                                                    
|                                                                              | Purchase of intangible assets                           |                                          | --                                                                    
|                                                                              | Net cash used in investing activities                   |                                          | --                                                                    
|Cash flow from financing activities:                                          |                                                         |                                          |                                                                       
|                                                                              | Proceeds from the issuance of common shares             |                                          | (347,017)                                                             
|                                                                              | Notes payable to related parties                        |                                          | (214,599)                                                             
|                                                                              | Payable to Related Parties                              |                                          | (58,590)                                                              
|                                                                              | Subscriptions received in advance of issuance of shares |                                          | (98,268)                                                              
|                                                                              | Consultant stock option compensation                    |                                          | --                                                                    
|                                                                              | Net cash provided by (used in) financing activities     |                                          | (24,240)                                                              
|Increase (decrease) in cash and cash equivalents                              |                                                         | (50,942)                                 |                                                                       
|Effect of exchange rate changes on foreign currency denominated cash balances |                                                         | 2,190                                    |                                                                       
|Cash and cash equivalents, beginning of period                                |                                                         | 91,401                                   |                                                                       
|Cash and cash equivalents, end of period                                      | $                                                       | 42,649                                   | $                                                                     
|Supplemental disclosure:                                                      |                                                         |                                          |                                                                       
|                                                                              | Interest paid (received) net                            |                                          | 6,447                                                                 
|                                                                              | Income taxes                                            |                                          | --                                                                    
|                                                                              | Non-cash transactions:                                  |                                          |                                                                       
|                                                                              |                                                         | Issuance of common stock for services    |                                                                       
|                                                                              |                                                         | Issuance of common stock for assets      |                                                                       
|                                                                              |                                                         | Issuance of common stock for debt        |                                                                       

The accompanying notes are an integral part of these financial statements.





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WWBROADCAST.NET INC.(A Development Stage Enterprise)
Notes to Financial Statements
(Expressed in United States dollars)
(Unaudited - Prepared by Management)

Nine month period ended September 30, 2002 and 2001
Period from July 1, 1999 (inception of new business) to September 30, 2002

______________________________________________________________________________________

1. Nature of development stage activities and operations:

The Company was incorporated on June 24, 1986 in British Columbia, Canada.  The Company had no substantive operations at July 1, 1999 when the new business venture was started.

On July 1, 1999, the Company began development of a web portal offering vertical content through multiple branded channels.  These vertically branded channels offered a selection of live and on demand audio and video programming via the Internet.  Costs and expenses incurred by the Company prior to July 1, 1999 do not relate to this business.  In July 2001, the Company ceased streaming media internet operations due to ongoing losses from operations, the inability to generate any revenue from operations, and a lack of sufficient working capital to sustain operations.

These financial statements have been prepared on a going concern basis in accordance with United States generally accepted accounting principles.  The going concern basis of presentation assumes the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.  Certain conditions, described below, currently exist which raise doubt upon the validity of this assumption.  These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

For the period from July 2001 through April 9, 2002, the Company was assessing the viability of its streaming media internet plan, while at the same time seeking to identify business opportunities.  On April 9, 2002, the Company announced its intention to recommence its streaming media business and certain financing initiatives.  Additional debt or equity financing will be required from existing shareholders or third parties in order to provide working capital for operations.  This debt or equity may not be available on reasonable terms or on any terms at all

2. Significant accounting policies:

(a) Basis of presentation:

The unaudited balance sheets, statements of operations and stockholder's deficiency and statements of cash flows have been prepared in accordance with generally accepted accounting principles for interim financial information in the United States.  Material measurement differences to Canadian generally accepted accounting principles are quantified in note 5.

The interim financial statements do not include all information and footnote disclosures required under generally accepted accounting principles in the United States or Canada for a complete set of annual financial statements.  Results of operations for the periods ended September 30, 2002 are not necessarily indicative of what the results will be for the 2002 fiscal year.

In the opinion of management, these unaudited interim financial statements reflect all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of the financial position, results of operations and cash flows as at September 30, 2002 and for the periods ended September 30, 2002 and 2001.

These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report  on Form 10-KSB which includes the Company's financial statements for the  year ended December 31, 2001 .

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(b) Use of estimates:

The preparation of financial statements in accordance with generally accepted accounting principles requires that management make estimates and reasonable assumptions which impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the balance sheets, and the reported amounts of revenues and expenses during the reporting periods.  Actual amounts may differ from these estimates.

(c) Loss per share:

Basic loss per share is calculated based on the weighted average number of common shares outstanding during the periods.  Excluded from the weighted average number of common shares are 213,839 common shares held in escrow which are released based on financial performance criteria.

Diluted loss per share is computed using the weighted average number of common and potentially dilutive commons shares outstanding during the period.  As the Company has a net loss in each of the periods presented, basic and diluted net loss per share are the same.  Excluded from the calculation of diluted loss per share are stock options and share purchase warrants as they are anti-dilutive.

3. Common Stock:

(a)  Stock options and stock-based compensation:

At September 30, 2002, the Company had outstanding stock options to certain consultants, employees and directors to buy an aggregate of 44,800 shares of common stock of the Company at prices ranging between $3.10 and $9.15.  No stock options were granted in the nine months ended September 30, 2002.  Stock options are granted with an exercise price equal to the stock's market value at the date of grant.  All stock options have terms of one to five years and vest over periods of zero to 18 months.

A summary of the status of the Company's stock options at September 30, 2002 and 2001 and changes during the  nine month period ended on those dates is presented below:

|                                  | 2002             | 2001            
|--------------------------------- | ---------------- | ----------------
|                                  | Weighted Average | Weighted Average
|                                  | Options          | Exercise Price  
|Outstanding, 
beginning of period | 83,800           | $ 2.60          
|Granted                           | --               | --              
|Exercised                         | --               | --              
|Expired/cancelled                 | (39,000)         | $ 1.85          
|Outstanding, end of period        | 44,800           | $ 3.25          
|Options exercisable               | 44,800           | $ 3.25          

(b)  During the nine month period ended September 30, 2002, the Company authorized a five for one stock consolidation of the Company's common stock.  All shares and per share information has been retroactively adjusted for periods presented to reflect the stock consolidation.





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(c) Warrants:

On July 5, 2002 the Company completed an offering of 4,416,667 units (on a post-consolidated basis) at a price of CDN$0.12 per unit (approximately US$0.08) for a total of CDN$530,000 (US$347,017).  Each unit consists of one common share and one non-transferable share purchase warrant which will entitle the holder to subscribe for one additional common share of the Company over a two year period at a price of CDN$0.16 (approximately US$0.10).

(d)  Share rescission offer:

In connection with the Company's redomiciliation  in 1999, the Company was required to make an offer to repurchase common shares held by U.S. shareholders, who were shareholders as at July 14, 1999, for cash consideration of Cdn $3.30 per share.  It was estimated that this repurchase offer would relate to 100 common shares.  The Company made the recission offer to U.S. shareholders on May 18, 2001.  The offer was open for 30 days and expired June 18, 2001.  The Company was contacted by the U.S. shareholder who held 100 shares at July 14, 1999.  It was determined that the U.S. shareholder had disposed of their shares at a value greater than the Cdn$3.30 per share offering price. With respect to the Company's non-U.S. shareholders, if such shareholders were to successfully sue the Company for violating U.S. securities laws in connection with the redomicilation, then the Company may be compelled to repurchase their shares.  No such claims have been made to November 13, 2001.  If the non-U.S. shareholders are able to compel the Company to purchase their shares as well, and all of the U.S. shareholders accept the repurchase offer, the Company would need to pay those shareholders approximately Cdn. $3,978,025, which amounts to approximately $2,772,563, based on the rate of exchange on September 30, 1999, plus interest.  This could make the Company insolvent or require it to obtain additional financing, the availability of which cannot be assured.

4. Related party transactions:

In addition to related party transactions disclosed elsewhere in these financial statements, during the nine month period presented, the Company  paid management fees, consulting fees, and rent, of $78,242  95,705  (2001 - $74,134) to companies controlled by one or more directors or officers.  The fees were paid pursuant to the following agreements:

(a) Under the terms of the Asset Purchase Agreement, the Company  agreed to pay Sedun De Witt Capital Corp. Cdn $10,000 per month for a term of 12 months in consideration for which Sedun De Witt Capital Corp will provide the Company with advisory services relating to general corporate development, financial matters, raising additional capital, strategic planning and other matters relating to the financial affairs of the Company.

(b) Total charges made by Sedun De Witt Capital Corp. pursuant to the Asset Purchase Agreement were as follows:

---

|2001 | Cdn$ 90,000
|---- | -----------
|2002 | Cdn$ 75,000

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The Company agreed to continue the Corporate Advisory Agreement with Sedun De Witt Capital Corp. on a month-to-month basis, the terms of which are the same as those described in Note 4(a).  Effective August 1, 2002 the management fee was reduced to CDN$2,500 per month. (c ) Notes payable to related party balance represents amounts loaned to the Company by Sedun De Witt Capital Corp.  On July 5, 2002 the note payable balance was settled through the issuance of common stock on a private placement.





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5. Canadian generally accepted accounting principles:

These financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP") which differ in certain respects with accounting principles generally accepted in Canada ("Canadian GAAP").  Reference should be made to the annual financial statements for a description of the material differences.  Material measurement differences to these financial statements are as follows:

|                                   | Nine Months ended September 30
|---------------------------------- | ------------------------------
|                                   |                               
|Loss for the period, US GAAP       | $                             
|Loss for the period, Canadian GAAP | $                             
|Loss per share, Canadian GAAP      | $                             

















9

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

Forward Looking Statements

This quarterly report contains certain forward-looking statements.  Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements".  Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgement regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below.  We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

The following discussion should be read in conjunction with our historical Financial Statements and Notes thereto contained in Item 1.

Critical Accounting Policies

The Company's discussion and analysis of its financial condition and results of operations, including the discussion on liquidity and capital resources, are based upon the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States.  The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  On an ongoing basis, management re-evaluates its estimates and judgments.

The going concern basis of presentation assumes the Company will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.  Certain conditions, discussed below, currently exist which raise substantial doubt upon the validity of this assumption.  The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

The Company's future operations are dependent upon the Company's ability to obtain third party financing in the form of debt and equity and ultimately to generate future profitable operations or income from its investments.  As of September 30, 2002, the Company is considered to be in the development stage as the Company has not generated revenues, and has experienced negative cash flow from operations. The Company is currently looking to secure additional funds through future debt or equity financings.  Such financings may not be available or may not be available on reasonable terms.

Overview

Our Financial Statements contained in this quarterly report have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business.  We incurred net losses from operations for the period ended September 30, 2002, for the period ended September 30, 2001 and for the period from the inception of our new business as of July 1, 1999 to September 30, 2002 of $(121,798), $(438,265) and $(1,934,201), respectively.

We did not earn any revenues during the 2001 fiscal year or 2002 fiscal year to-date.  We ceased operations between July 31, 2001 and April 9, 2002 due to ongoing losses from operations, our inability to generate any revenue from operations and a lack of sufficient working capital to sustain operations.  Our auditors' report on our 2001 financial statements contained an explanatory paragraph that states that due to recurring losses and negative cash flows substantial doubt exists as to our ability to continue as a going concern.





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During the period ended September 30, 2002, we completed a private placement in the amount of $347,017. A significant portion of the funds were used to pay existing liabilities with the balance being spent on the maintenance of our business.  There can be no assurances that additional equity or other financing will be available, or available on terms acceptable to us.  During the year ended December 31, 2001, we reduced our operations by terminating a consultant and five employees.  As we were not successful in obtaining additional financing, we further reduced operations and ceased operations, effective July 31, 2001.However, on April 9, 2002 we announced our intentions to recommence our streaming media business.

Our Financial Statements included in this quarterly report have been prepared without any adjustments that would be necessary if we become unable to continue as a going concern and are therefore required to realize upon our assets and discharge our liabilities in other than the normal course of operations.

PLAN OF OPERATION

To date we have not generated any significant revenues from our streaming media business.  We do not anticipate earning revenues from operations in 2002 as we do not anticipate charging advertising or membership fees during the year.  As a result, we have incurred net losses from operations from the inception of our new business as of July 1, 1999 to December 31, 2002 of $1,812,403  and for the period  ended September 30, 2002  of $121,798  and we anticipate that we will continue to experience losses from operations during the foreseeable future.

To date we have not determined the future amounts to be spent on the development of our streaming media business.  Our future expenses will depend on our ability to secure financing.  The amounts we secure will determine the scale of our business development.  We do not have sufficient working capital to fund our operations.  Our ability to settle our liabilities as they come due and to fund our commitments and ongoing operations is dependant upon our ability to obtain additional financing by way of debt, equity or other means.  There can be no assurances that we can obtain such additional financing on terms reasonably acceptable to us or at all.

Results of Operations

We have included in this quarterly report financial statements for the nine months ended September 30, 2002 and 2001 and the period from July 1, 1999 (being the date of inception of our previous business) to September 30, 2002.

Period ended September 30, 2001

The Company incurred a net loss of $ (438,265) for the  nine month period ended  September 30, 2001, resulting in a loss per share of $0.19.  This loss reflects operating expenses for the period of $(438,265), consisting of $ 17,860 in consulting fees, $ 64,108 in depreciation and amortization expenses, $ 2,083 in marketing expenses, $ 3,921 in regulatory filing fees, $ 29,485 in rent fees, $ 58,651in wages and benefits, $ 42,661 in professional fees, $ 6,121 in general and administrative expenses, and $ 66,525 in management fees paid to related parties.





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Period ended September 30, 2002

We incurred a net loss of $121,798 for the nine month period ended September 30, 2002, resulting in a loss per share of $0.03.  The loss was attributable to operating expenses of $ 117,940 and interest expense of $ 3,858.

During the period we incurred consulting fees of $ 17,563, $ 6,621 in depreciation and amortization, $ 12,884 in rent, $ 9,360 in filing fees, $ 47,795 in management fees, $ 3,541 in general and administrative expenses and $ 20,176 in professional fees.

The foregoing expenses reflect the general decrease in expenses that has resulted from the downsizing of our operations, particularly in the form of consulting, marketing, and professional fees, and wages and benefits expenses.  From the date of commencement on our business on July 1, 1999 to  September 30, 2002, we incurred operating expenses totalling $ 1,934,258 consisting of $306,565 in consulting fees, $259,398 in depreciation and amortization expenses, $15,126 in investor and media relations fees, $94,477 in rent, $231,588 in wages and benefits, $184,106 in marketing expenses, $24,864 in regulatory filing fees, $286,296 in professional fees, $78,179 in general and administrative expenses, and $307,822 in management fees paid to related parties.  The consulting fees consisted primarily of fees paid to consultants to develop, activate and maintain our Website and Content Websites, and to search for and screen streaming media programming content on the Internet for inclusion in our Content Websites.

In an effort to cut costs, we reduced staffing levels during the year ended December 31, 2001 from three consultants to one, and from eight employees to zero, thereby reducing our monthly staffing costs from Cdn$65,000 to approximately Cdn$3,000 as ultimately we ceased active business operations during the period from July 31, 2001 to April 9, 2002.

Balance Sheets

Total cash and cash equivalents as at September 30, 2002 and December 31, 2001 were, respectively, $42,649 and $311.  Working capital as at  September 30, 2002 and December 31, 2001 were, respectively, $(17,484) and $(483,152).

The  increase in working capital between December 31, 2001 and  September 30, 2002 was attributable to the completion of a private placement for $347,017.  The private placement included the note payable amount the Company owed to a related parties in the amount of $209,520 as the related parties agreed to accept stock in settlement of the note payable.  Interest owing on the note payable was forgiven.  Creditors of the Company also agreed to settle certain amounts owing in exchange for stock.  Such amount totalled $256,331.  These transactions increasing the Company's working capital position were offset by operating expenses of $117,940 and interest of $3,858.  No revenue was generated during the period.

Total share capital as at  September 30, 2002 and December 31, 2001 was, respectively, $4,608,305 and $4,004,956.  Share capital increased during the period as a result of the private placement and settlement with creditors described above.

Current Capital Resources and Liquidity

Our capital resources have been limited.  We currently do not, and will not, generate revenue from business operations, and to date have relied on the sale of equity and related party loans for cash required for our operations.  There can be no assurances that any outstanding incentive stock options will be exercised.

During the period ended September 30, 2002 we completed the private placement and shares for liabilities settlement described above.  Though the financing substantially improved our financial position, the Company is still in need of further financing.Our working capital or cash flows are not sufficient to fund ongoing operations and commitments.  Our ability to settle our liabilities as they come due and to fund our commitments and ongoing operations is dependant upon our ability to obtain additional financing by way of debt, equity or other means.  There can be no assurances that we can obtain such additional financing on terms reasonably acceptable to us or at all.  The lack of capital may force us to curtail our operating activities and potential investment activities.

We do not currently have any commitments for material capital expenditures over the near or long term, and none are presently contemplated over normals operating requirements.





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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 14th day of November, 2002.

| | wwbroadcast.net inc.
| | --------------------
| |                     
| | By:                 
| | By:                 





















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CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of wwbroadcast.net inc. (the "Company") on Form 10-QSB for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, David De Witt, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 14th day of November, 2002.

| | /s/ David De Witt
David De Witt
Chief Executive Officer
| | -------------------------------------------------------

CERTIFICATION PURSUANT TO
18 U.S.C. Section 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of wwbroadcast.net inc. (the "Company") on Form 10-QSB for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date here of (the "report"), I, Marcel de Groot, Secretary, Treasurer, and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 14th day of November, 2002.

| | /s/ Marcel de Groot
Marcel de Groot
Chief Financial Officer
| | -----------------------------------------------------------





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CERTIFICATION

I, David DeWitt, certify that:

1.  I have reviewed this interim report on Form 10-QSB of wwbroadcast.net inc.;

2.  Based on my knowledge, this interim 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 annual report; and

3.  Based on my knowledge, the financial statements, and other financial information included in this interim 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 interim report.

Dated this 14th day of November, 2002.

| | /s/ David De Witt 
David De Witt
Chief Executive Officer
| | --------------------------------------------------------

CERTIFICATION

I, Marcel de Groot, certify that:

1.  I have reviewed this interim report on Form 10-QSB of wwbroadcast.net inc.;

2.  Based on my knowledge, this interim 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 annual report; and

3.  Based on my knowledge, the financial statements, and other financial information included in this interim 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 interim report.

Dated this 14th day of November, 2002.

| | /s/ Marcel de Groot
Marcel de Groot
Chief Financial Officer
| | -----------------------------------------------------------





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