FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       For Quarter Ended December 31, 2002

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the transition period from _______ to _______

                      Commission file number: 033-13110-NY

                               4net Software, Inc.
              -----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

           DELAWARE                                   22-1895668
 ------------------------------                   ------------------
 State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization                    Identification No.)

            10 South Street, Suite 202, Ridgefield, Connecticut 06877
           ----------------------------------------------------------
               (Address of Principal Executive Office) (Zip Code)

                                 (203) 825-5427
               --------------------------------------------------
               (Registrant's telephone number including area code)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 February 17, 2002, there were issued and outstanding 8,661,018 shares of
the registrant's common stock, par value $.00001 per share.

Transitional Small Business Disclosure Format (check one):
Yes     No  X
   ---     ---



<PAGE>

                               4net Software, Inc

                                TABLE OF CONTENTS



                                                                       Page No.
                                                                       --------

PART I - FINANCIAL INFORMATION............................................  3

Item 1.  Financial Statements.............................................  3

Balance Sheets............................................................  3

Statements of Operations (three-months ended December 31, 2002)...........  4

Statements of Cash Flows (three-months ended December 31, 2002............  5

Notes to Financial Statements.............................................  6

Item 2.  Management's Discussion And
           Plan Of Operations.............................................  7

PART II - OTHER INFORMATION............................................... 12

Item 1.  Legal Proceedings................................................ 12

Item 6.  Exhibits & Reports on Form 8-K................................... 12

SIGNATURES................................................................ 14




                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements

                               4NET SOFTWARE, INC.
                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                               December 31,     September 30,
                                                                                   2002            2002
                                                                                (Unaudited)
<S>                                                                             <C>            <C>
                                                ASSETS
CURRENT ASSETS
     Cash                                                                       $    88,686    $   143,026
     Accounts receivable - trade                                                         --          2,605
                         - other                                                      4,264             --
     Other                                                                            3,834          3,834
                                                                                -----------    -----------

     Total Current Assets                                                            96,784        149,465
                                                                                -----------    -----------

                                                                                $    96,784    $   149.465
                                                                                ===========    ===========

                                        LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses                                        $    50,248    $    37,827
                                                                                -----------    -----------

   Total Current Liabilities                                                         50,248         37,827
                                                                                -----------    -----------



STOCKHOLDERS' EQUITY
     Preferred stock, $.01 par value; authorized-5,000,000 shares
          Series A authorized - 550,000 shares; issued and outstanding - none            --             --
     Common stock $.00001 par value; authorized-100,000,000 shares
          Issued and outstanding-8,661,018 shares                                        87             87
     Capital in excess of par value                                               3,113,261      3,113,261
     Accumulated deficit                                                         (3,066,812)    (3,001,710)
                                                                                -----------    -----------

                                                                                     46,536        111,638
                                                                                -----------    -----------

                                                                                $    96,784    $   149,465
                                                                                ===========    ===========
</TABLE>

              See accompanying notes to these financial statements.

                                      3
<PAGE>

                               4NET SOFTWARE, INC.
                            STATEMENTS OF OPERATIONS
                  THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001
                                   (Unaudited)

                                                      2002           2001

REVENUES
     Web hosting, licensing and design services   $     3,707    $    27,516
                                                  -----------    -----------

OPERATING EXPENSES
     Cost of services                                      --          5,210
    General and administrative                         69,305         65,893
     Depreciation and amortization                         --            479
                                                  -----------    -----------

                                                       69,305         71,582
                                                  -----------    -----------


(LOSS) FROM OPERATIONS                                (65,598)       (44,066)
                                                  -----------    -----------

OTHER INCOME  (EXPENSES)
     Interest expense                                      --         (1,378)
    Other income                                          496          1,004
                                                  -----------    -----------

                                                          496           (374)
                                                  -----------    -----------


NET (LOSS)                                        $   (65,102)   $   (44,440)
                                                  ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES                   8,661,018      8,643,685
                                                  ===========    ===========
OUTSTANDING-Basic and diluted

NET (LOSS) PER COMMON SHARE -
    Basic and diluted                             $      (.01)   $      (.01)
                                                  ===========    ===========


              See accompanying notes to these financial statements.

                                       4
<PAGE>

                               4NET SOFTWARE, INC.
                            STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                      2002         2001
<S>                                                                                <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net (loss)                                                                     $ (65,102)   $ (44,440)
    Adjustments to reconcile net (loss) to net cash used in operating activities
       Depreciation and amortization                                                      --          479
       Common stock issued for professional services                                      --       10,000
    Changes in assets and liabilities:
       (Increase) decrease in accounts receivable                                     (1,659)       9,540
       Increase (decrease) in accounts payable and accrued expenses                   12,421      (17,389)
       Decrease in other receivables                                                      --       10,000
                                                                                   ---------    ---------

Net cash (used) in operating activities                                              (54,340)     (31,810)
                                                                                   ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Net cash (used) in investing activities                                                   --           --
                                                                                   ---------    ---------


CASH FLOWS FROM FINANCING ACTIVITIES
    Principal payments of long-term debt                                                  --      (85,451)
                                                                                   ---------    ---------

Net cash (used) by financing activities                                                   --      (85,451)
                                                                                   ---------    ---------

NET (DECREASE) IN CASH                                                               (54,340)    (117,261)

CASH - BEGINNING OF PERIOD                                                           143,026      364,779
                                                                                   ---------    ---------

CASH - END OF PERIOD                                                               $  88,686    $ 247,518
                                                                                   =========    =========
</TABLE>

              See accompanying notes to these financial statements.

                                       5
<PAGE>

         NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


         The accompanying interim financial statements of 4net Software, Inc.
         (the Company) are unaudited. In the opinion of management, the interim
         data includes all adjustments, consisting only of normal recurring
         adjustments, necessary for a fair presentation of the results for the
         interim period. The results of operations for the period ended December
         31, 2002 are not necessarily indicative of the operating results for
         the entire year.

         We have prepared the financial statements included herein pursuant to
         the rules and regulations of the Securities and Exchange Commission.
         Certain information and footnote disclosure normally included in
         financial statements prepared in accordance with generally accepted
         accounting principles have been condensed or omitted pursuant to such
         rules and regulations. We believe the disclosures made are adequate to
         make the information not misleading and recommend that these condensed
         financial statements be read in conjunction with the financial
         statements and notes included in our Form 10-KSB for the year ended
         September 30, 2002.

         USE OF ESTIMATES - The preparation of financial statements in
         conformity with generally accepted accounting principles requires us to
         make estimates and assumptions that affect the reported amounts of
         assets and liabilities and disclosure of contingent assets and
         liabilities at the date of the financial statements and reported
         amounts of revenues and expenses during the reporting period. Actual
         results could differ from those estimates.

         CASH EQUIVALENTS - For purposes of reporting cash flows, we consider as
         cash equivalents all highly liquid investments with a maturity of three
         months or less at the time of purchase. At December 31, 2002, there
         were no cash equivalents.

         INCOME TAXES - We have adopted the provisions of SFAS No. 109,
         "Accounting for Income Taxes". SFAS 109 requires recognition of
         deferred tax liabilities and assets for the expected future tax
         consequences of events that have been included in the financial
         statements or tax returns. Under this method, deferred tax liabilities
         and assets are determined based on the difference between the financial
         statement and tax basis of assets and liabilities using enacted tax
         rates in effect for the year in which the difference are expected to
         reverse.

                                       6
<PAGE>


Item 2. Management's Discussion and Analysis and Plan of Operations


     The following discussion and analysis provides information which management
of 4net Software, Inc. (the "Company" or "4net Software") believes to be
relevant to an assessment and understanding of the Company's results of
operations and financial condition. This discussion should be read together with
the Company's financial statements and the notes to financial statements, which
are included in this report as well as the Company's Annual Report on Form
10-KSB for the year ended September 30, 2002, which is incorporated herein by
reference.


Background

        4net Software was incorporated in 1986 under the name Medtech
Diagnostics, Inc. and ceased all operations in 1991. Between 1991 and March
2000, the Company had no operations, except for necessary administrative
matters, and was not engaged in operating a business. During that period, the
Company utilized its resources to remain in compliance with the periodic
reporting requirements of the federal securities laws while management attempted
to arrange for a merger, acquisition or other transaction by and between the
Company and a viable operating entity.


        In March 2000, the Company adopted a plan of operation to make
acquisitions and strategic investments in companies that had developed unique
niche software and/or Internet related products and services. Shortly thereafter
the Company changed its name to 4networld.com, Inc. The Company's objective was
to acquire software and/or Internet solution companies that enabled businesses
to streamline key business processes and increase operating efficiency.
Following an acquisition the Company planned to develop, manage and operate the
acquired business through, among other things, providing management and
financial support, as well as assisting the acquired businesses in marketing,
sales, and accounting functions.


        On April 28, 2000, the Company acquired all of the issued and
outstanding capital stock of DelOtto Systems, Inc., a Pennsylvania corporation
("DelOtto Systems"). DelOtto Systems was engaged in the business of developing
Web-based software applications focusing on content management and information
exchange and designing business-critical Web sites.


        Following the acquisition of DelOtto Systems, the Company changed the
name of DelOtto Systems to 4net Software, Inc. ("4net Software (PA)") and
operated it as a wholly owned subsidiary. In December 2000, the Company
restructured its wholly owned subsidiary from a Pennsylvania corporation to a
Delaware corporation. In connection with the restructuring of 4net Software
(PA), the Company formed a Delaware corporation named 4net Software, Inc. ("4net
Software (DE)") as a wholly owned subsidiary and merged 4net Software (PA) with
and into 4net Software (DE). Subsequent to the merger, 4net Software (PA) was
dissolved.


        Then on February 20, 2001, the Board of Directors of the Company
authorized and approved the upstream merger of 4net Software (DE), the Company's
wholly owned subsidiary, with and into the Company pursuant to Section 253 of
the General Corporation Law of the State of Delaware (the "Upstream Merger"). In
connection with the Upstream Merger the Company changed its name from
4networld.com, Inc. to 4net Software, Inc. The Upstream Merger and name change
became effective on March 2, 2001, when the Company filed a Certificate of
Ownership and Merger with the Delaware Secretary of State. A copy of the
Certificate of Ownership and Merger is attached to the Company's Form 8-K filed
on March 13, 2001, and is incorporated herein by reference. Subsequent to the
Upstream Merger, 4net Software (DE) was dissolved. Accordingly, at this time the
Company does not have any subsidiaries.


                                       7
<PAGE>


4net Software's Content Management and Web Site Design Business


        During the fiscal year ended September 30, 2001, 4net Software was
engaged in the business of providing content management and content syndication
software, Web site hosting services and designing business-critical Web sites
(the "Content Management and Web Site Design Business"). During the fiscal year
ended September 30, 2001, the Company attempted to license its proprietary
software, namely 4netManager(TM). Typically, in connection with the licensing of
4netManager(TM), the Company attempted to provide the licensee with Web-site
hosting services. The Company also provided Web site development services to
small and middle sized companies. Typically, in connection with the Web site
development services the Company attempted to provide the customer with Web-site
hosting services.


        4net Software's flagship product, 4netManager(TM) bridges the gap
between content creation and content delivery by giving non-technical users the
ability to update and maintain their own Web site. This functionality reduces
the cost of Web site maintenance, and improves the process of sustaining a
dynamic online presence. During the fiscal year ended September 30, 2001, 4net
Software marketed its services along with its proprietary technology through
joint marketing efforts, existing relationships and customer referrals.


        Subsequent to September 30, 2001, due to a decrease in technology
spending, competition for Web site development services and the Company's
inability to earn a profit, the Company decided to reevaluate its strategy with
respect to the Content Management and Web Site Design Business. The Company
determined in the first quarter of 2002 to limit its marketing efforts in
connection with the Content Management and Web Site Design Business and to cease
the further development of its proprietary content management system. The
Company also determined to cease its efforts to develop an enterprise version of
4netManager(TM).


        During the year ended September 30, 2002, the Company serviced its
existing clients and accepted new clients only through referrals and other
unsolicited contacts. During the year ended September 30, 2002, the Company did
not engage in any material marketing or sales efforts for its Content Management
and Web site-Design Business. Accordingly, the Company did not generate any
material new business for the Content Management and Web site-Design Business
during the year ended September 30, 2002. During the fiscal year ended September
30, 2002 the Company generated revenues from existing licenses for
4netManager(TM) and from fees for providing Web site hosting services.


        On September 18, 2002, the Company entered into an assignment agreement
with New England Computer Group., an unrelated Connecticut corporation ("NECG"),
pursuant to which the Company assigned to NECG, effective September 1, 2002, all
of the Company's servicing of web hosting clients. Pursuant to the agreement
NECG will pay a royalty fee equal to 50% of the revenues generated by the
assigned clients, excluding revenues generated by additional programming work
performed by NECG for the assigned clients. A copy of the Assignment Agreement
between the Company and NECG is attached to the Company's current report on Form
8-K, dated September 27, 2002 and is incorporated herein by reference.


        4net Software's involvement in the Content Management and Web Site
Design Business is currently limited to receiving royalties pursuant to its
assignment agreement with NECG. The Company still owns the proprietary rights to
4netManager(TM), however there can be no assurances that the Company will ever
generate any additional revenues from 4netManager(TM).


                                       8
<PAGE>

4net Software's Acquisition Strategy


        In the fiscal year ended September 30, 2001, 4net Software was also
actively engaged in searching for and evaluating software and Internet solution
companies, which had proven technology and reported revenues and earnings as
candidates for acquisition. During the fiscal year ended September 30, 2001, the
Company entered into two separate letters of intent to acquire profitable
software companies. However, the Company's due diligence review of the proposed
acquisitions revealed material decreases in the revenues and earnings of the
target companies. Due to the termination of the two letters of intent and the
downturn in the technology sector, 4net Software determined to expand the scope
of its acquisition strategy beyond businesses engaged exclusively in the
software and Internet solution industries. 4net Software's Acquisition Strategy
is now focused on acquiring target companies that have existing revenues and
earnings as well as the perceived ability to expand and grow the business of the
target company.


        The Company is now pursuing an Acquisition Strategy, whereby 4net
Software will seek to acquire undervalued businesses with a history of operating
revenues in markets that provide room for growth. 4net Software is currently
primarily engaged in identifying, investigating and, if investigation warrants,
acquiring companies that will enhance 4net Software's revenues and increase
shareholder value. 4net Software's Acquisition Strategy is focused on pursuing a
strategy of growth by acquiring undervalued businesses with a history of
operating revenues. The Company utilizes several criteria to evaluate
prospective acquisitions including whether the business to be acquired (1) is an
established business with viable services or products, (2) has an experienced
and qualified management team, (3) has room for growth and/or expansion into
other markets, (4) is accretive to earnings, (5) offers the opportunity to
achieve and/or enhance profitability, and (6) increases shareholder value.


        On November 13, 2002, 4net Software, Inc. (the "Company") entered into a
non-binding Letter of Intent (the "November LOI") to acquire all of the issued
and outstanding capital stock of NWT Inc. ("NWT"), a privately-held corporation
headquartered in Salt Lake City, Utah that provides a broad range of diversified
laboratory services in tax free a share exchange transaction. NWT through its
subsidiaries is engaged in the business of providing drugs of abuse testing for
government agencies, private and public companies and conducting contract
research in support of new drug development for the pharmaceutical industry. The
Company reported the execution of the November LOI on a current report of Form
8-K, which was filed on November 18, 2002, and is incorporated herein by
reference.


        On December 19, 2002, the Company and NWT executed a revised letter of
intent replacing the November LOI (the "December LOI") pursuant to which the
Company will acquire all of the issued and outstanding capital stock of NWT in a
tax free merger transaction whereby NWT will merge with and into the Company and
the Company will be the surviving corporation (the "NWT Transaction"). A copy of
the December LOI is attached hereto as an Exhibit and is incorporated herein by
reference. Pursuant to the December LOI, in connection with the merger
transaction with NWT, the Company will be required to, among other things, issue
approximately 2,000,000 shares of common stock for all the issued and
outstanding shares of capital stock of NWT, effect a one (1) for eight (8)
shares reverse stock split of its common stock, par value $.00001 per share,
have at least $500,000 in cash in the bank and change the Company's name from
4net Software, Inc. to NWT Inc. The Company filed a press release disclosing the
December LOI and filed it with the Commission pursuant to Rule 425 of the
Securities Act of 1933 and such filing is incorporated herein by reference.


                                       9
<PAGE>

         On or about February 12, 2003, the Company was advised that NWT is
unwilling to proceed with the merger transaction contemplated by the December
LOI. Based on the correspondence received from NWT, 4net Software has notified
NWT that the December LOI is terminated based upon NWT's unwillingness to
proceed with the merger, and that 4net Software is demanding that NWT pay the
Break-Up Fee in the amount of $50,000.00 in accordance with the terms of the
December LOI. NWT has indicated that it may be willing to discuss some type of
transaction with 4net Software however there can be no assurance that any
transaction will be completed. On February 14, 2003, the Company issued a press
release disclosing NWT's unwillingness to proceed with merger transaction as
contemplated by the December LOI. A copy of that press release is attached
hereto as an Exhibit and is incorporated herein by reference.


Competition of 4net Software's Acquisition Strategy

        In connection with its acquisition strategy, the Company expects to
encounter intense competition from other entities having business objectives
similar to those of the Company. Many of these entities, including venture
capital firms, blind pool companies, large industrial and financial
institutions, small business investment companies and wealthy individuals, are
well-established and have extensive experience in connection with identifying
and effecting acquisitions directly or through affiliates. Many of these
competitors possess greater financial, technical, human and other resources than
the Company and there can be no assurance that the Company will have the ability
to compete successfully with such entities. The Company's financial resources
will be limited in comparison to those of many of its competitors. The Company's
limited financial resources may compel the Company to select certain less
attractive acquisition prospects.

         Management believes that the successful implementation of the Company's
Acquisition Strategy will allow 4net Software to increase revenues and earnings
and achieve profitability. However, there can be no assurances that 4net
Software will successfully complete any additional acquisitions or that 4net
Software will achieve profitability.


RESULTS OF OPERATIONS

       For the three month periods ended December 31, 2002 and 2001, the Company
had revenue of $3,707 and $27,516, respectively. The decrease in revenue for the
three month period ended December 31, 2002 is attributable winding down of the
Content Management and Web Site Design Business.


       General and administrative expenses for the three month periods ended
December 31, 2002 and 2001 were $69,305 and $65,893, respectively. The increase
in general and administrative expenses for the three months ended December 31,
2002 was due primarily to increased legal and administrative expenses associated
with the negotiation and preparation of documents in connection with the NWT
Transaction.


        For the three month periods ended December 31, 2002 and 2001, the
Company had operating losses of $65,598 and $44,066, respectively. The losses
incurred by the Company in the three month period ended December 31, 2002 were
due primarily to expenses associated with the NWT Transaction and a decrease in
revenues resulting from winding down the Content Management and Web Site Design
Business.


LIQUIDITY AND CAPITAL RESOURCES

        During the three month period ended December 31, 2002, the Company
satisfied its working capital needs from cash on hand at the beginning of the
period, cash generated from interest income during the year As of December 31,
2002, the Company had cash on hand in the amount of $88,686. The Company will
need additional funds in order to effectuate its business strategy. There is no
assurance that the Company will be able to obtain such additional funds, when
needed. Even if the Company is able to obtain additional funds there is no
assurance that the Company will be able to effectuate its new business strategy.

                                       10
<PAGE>

Current Operations of 4net Software

        4net Software currently is receiving royalties pursuant to its
assignment agreement with New England Computer Group in the amount of fifty
percent (50%) of the Company's preexisting recurring licensing revenues and Web
site hosting revenues.

        4net Software is primarily engaged in identifying, investigating and, if
investigation warrants, acquiring companies that will enhance 4net Software's
revenues and increase shareholder value. 4net Software's Acquisition Strategy is
focused on pursuing a strategy of growth by acquiring undervalued businesses
with a history of operating revenues and net earnings. The Company utilizes
several criteria to evaluate prospective acquisitions including whether the
business to be acquired (1) is an established business with viable services or
products, (2) has an experienced and qualified management team, (3) has room for
growth and/or expansion into other markets, (4) is accretive to earnings, (5)
offers the opportunity to achieve and/or enhance profitability, and (6)
increases shareholder value.

        Management believes that the successful implementation of the Company's
Acquisition Strategy will allow 4net Software to increase revenues and earnings
and achieve profitability. However, there can be no assurances that 4net
Software will successfully complete any additional acquisitions or that 4net
Software will achieve profitability. Additionally, Management believes that the
Company may need to raise additional funds through equity or debt financing to
complete a merger, acquisition or other business combination between the Company
and a viable operating entity. There can be no assurance that the Company will
be able to successfully compete an equity or debt financing to complete an
acquisition, merger or other business combination between the Company and a
viable operating entity.


Forward Looking Statements Disclosure
-------------------------------------

     This report on Form 10-QSB contains, in addition to historical information,
Forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can
identify these forward-looking statements when you see words such as "expect,"
"anticipate," "estimate," "may," "plans," "believe," and other similar
expressions. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and assumptions that are difficult to
predict. Actual results could differ materially from those projected in the
forward-looking statements. Factors that could cause such a difference include,
but are not limited to, those discussed in the section entitled "Factors
Affecting Operating Results and Market Price of Stock," contained in the
Company's Annual Report on Form 10-KSB for the year ended September 30, 2002.
Readers are cautioned not to place undo reliance on these forward-looking
statements, which speak only as of the date hereof. We undertake no obligation
to update any forward-looking statements.



                                       11
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

     During the quarter ended December 31, 2002, the Company was not a party to
any material legal proceedings.


     However, on November 19, 2001, the Company received a letter from an
attorney on behalf of Gregory Jacobson, a former employee of 4net Software, that
asserted that Mr. Jacobson's employment was wrongfully terminated by the
Company. The letter indicated that Mr. Jacobson may commence a litigation
against the Company for wrongful termination. To date, the Company has not heard
anything further from Mr. Jacobson. Mr. Jacobson was terminated for cause on
October 2, 2001, for among other things, insubordination, failure to perform and
excessive absenteeism. Accordingly, the Company does not believe that Mr.
Jacobson's threatened claim has any merit or that it will have a material effect
on the Company.

Item 5.   Other Information - Control and Procedures

        Under the supervision and with the participation of our management,
including our principal executive officer, the Company has evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures within 90 days of the filing date of this annual report, and, based
on their evaluation, our president has concluded that these controls and
procedures are effective. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of his evaluation.

        Disclosure controls and procedures are our controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our principal executive and financial officer, as appropriate to allow
timely decisions regarding required disclosure.



Item 6. Exhibits And Reports On Form 8-K

     a. Exhibits

     The following exhibits are hereby filed as part of this Quarterly Report on
Form 10-QSB or incorporated herein by reference.

Exhibit
Number     Description of Document
-------------------------------------------------------------------------------
2.1#       Stock Purchase Agreement by and between Michael Park, Andrew
           Patros and Robert Park and MedTech Diagnostics, Inc. dated April
           24, 2000. (Incorporated by reference to Exhibit 2.1 to the
           Current Report on Form 8-K filed by the Company on May 3, 2000.)

3.1#       Certificate of Incorporation of the Company. (Incorporated by
           reference to Exhibit 3.1 to the Company's Annual Report on Form
           10-KSB for the fiscal year ended September 30, 1999)

3.2#       By-Laws of the Company. (Incorporated by reference to Exhibit
           3.2 to the Company's Annual Report on Form 10-KSB
           for the fiscal year ended September 30, 1999)

3.3#       Certificate of Amendment to the Certificate of Incorporation of
           the Company. (Incorporated by reference to Exhibit 3.3 to the
           Company's Quarterly Report on Form 10-QSB for the quarter ended June
           30, 2000)

                                       12
<PAGE>

3.4#       Amended and Restated By-Laws of the Company. (Incorporated by
           reference to Exhibit 3.4 to the Company's Quarterly Report on Form
           10-QSB for the quarter ended June 30, 2000)

3.5#       Certificate of Merger between the Company and its wholly owned
           subsidiary 4net Software, Inc. (Incorporated by reference to Exhibit
           3.5 to the Company's Quarterly Report on Form 10-QSB for the quarter
           ended March 31, 2001.)

3.6#       Amended Certificate of Designation of the Series A Convertible
           Preferred Stock of 4net Software, Inc. (Incorporated by reference to
           Exhibit 3.6 to the Company's Quarterly Report on Form 10-QSB for the
           quarter ended March 31, 2001.)

10.3#@     Employment Agreement dated as of August 1, 2000 by and between
           the Company and Steven N. Bronson. (Incorporated by reference to
           Exhibit 10.3 to the Company's Quarterly Report on Form 10-QSB
           for the quarter ended June 30, 2000.)

10.4#@     Employment Agreement dated as of August 1, 2000 by and between the
           Company and Robert Park. (Incorporated by reference to Exhibit 10.4
           to the Company's Quarterly Report on Form 10-QSB for the quarter
           ended June 30, 2000.)

10.5#      Sublease dated as of February 1, 2001 by and between the Company and
           Catalyst Operations, Inc. (Incorporated by reference to Exhibit 10.5
           to the Company's Quarterly Report on Form 10-QSB for the quarter
           ended March 31, 2001)

10.6#      Management Consulting Agreement, dated as of February 1, 2001 by and
           between the Company and Catalyst Financial LLC. (Incorporated by
           reference to Exhibit 10.6 to the Company's Quarterly Report on Form
           10-QSB for the quarter ended March 31, 2001)

10.7#      Mergers and Acquisitions Advisory Agreement, dated as of March 27,
           2001 by and between the Company and Catalyst Financial LLC.
           (Incorporated by reference to Exhibit 10.7 to the Company's Quarterly
           Report on Form 10-QSB for the quarter ended March 31, 2001)

10.8#      Placement Agent Agreement, dated as of April 30, 2001, by and between
           the Company and Catalyst Financial LLC. (Incorporated by reference to
           Exhibit 10.8 to the Company's Quarterly Report on Form 10-QSB for the
           quarter ended March 31, 2001)

10.9#      Placement Agent Agreement, dated as of July 2, 2001, by and between
           the Company and Catalyst Financial LLC. (Incorporated by reference to
           Exhibit 10.8 to the Company's Quarterly Report on Form 10-QSB for the
           quarter ended June 30, 2001)

10.10#@    Employment Agreement, dated as of July 1, 2001 by and between
           the Company and Steven N. Bronson.  (Incorporated by reference
           to Exhibit 10.8  to the Company's Quarterly Report on Form 10-QSB
           for the quarter ended June 30, 2001)

10.11#     Separation Agreement, dated as of September 21, 2001 by and between
           the Company and Michael Park, which is attached hereto as an exhibit
           and is incorporated herein by reference.

10.12#    Common Stock Purchase Warrant to purchase 82,000 shares of common
          stock at a purchase price of $.50 per share issued to Catalyst
          Financial LLC.

                                       13
<PAGE>

99.1*     Press Release of the registrant dated November 18, 2002.

99.2*     President's Written Certification Of Financial Statements
          Pursuant to 18 U.S.C. Statute 1350.

--------------------------------------------------------------------------------
*    Filed herewith
#    Incorporated herein by reference
@    Represents a management contract



         b. Reports on Form 8-K.

         During the quarter ended December 31, 2002, the Company file the
following current reports on Form 8-K:

         On November 18, 2002, the Company reported the execution of the of a
Letter of Intent between the Company and NWT Inc. on a current report on Form
8-K, which is incorporated herein by reference.




                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


February 18, 2003


                                   4net Software, Inc.


                                   By: /s/ Steven N. Bronson
                                       -----------------------------------
                                       Steven N. Bronson, President
                                       Principle Executive Officer
                                       as Registrant's duly authorized officer


                                       14
<PAGE>


       Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
         By Principal Executive Officer and Principal Financial Officer
       Regarding Facts and Circumstances Relating to Exchange Act Filings


I, Steven N. Bronson, certify that:


1. I have reviewed this quarterly report on Form 10-QSB for the period ended
December 31, 2002;

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

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

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

        a) designed such disclosure controls and procedures to ensure that
        material information relating to the registrant is made known to me by
        others, particularly during the period in which this quarterly report is
        being prepared;

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

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

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the registrant's board of directors:

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

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

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


Date:  February 18, 2003.


                                            /s/ Steven N. Bronson
                                            ----------------------------------
                                            Steven N. Bronson, President


                                       15
<PAGE>

                                  EXHIBIT INDEX

The following Exhibits are filed herewith:

Exhibit
Number      Description of Document
------      -----------------------
99.1*       Press Release of the registrant dated November 18, 2002.

99.2*       President's Written Certification Of Financial Statements
            Pursuant to 18 U.S.C. Statute 1350.









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