U.S. Securities and Exchange Commission

Washington, D.C. 20594

FORM 10-KSB/A

Amendment #1

(Mark One)

[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the fiscal year ended:DECEMBER 31, 2003

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

For the transition period from: ________________ to _________________

Commission file number 0-27145

1st Net Technologies, Inc.

------------------------------------------------------ (Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation or organization)

33-0756798

(I.R.S. Employer Identification No.)

1869 W. Littleton Boulevard

(Address of principal executive offices)

80120

(Zip Code)

Registrants telephone number: (303) 738-8994

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act:

6,395,357 shares of Common Stock, $.001 par value

Title of each class

Indicate 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 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 ____

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Indicate if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained in this Form, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]

The issuer had no revenue for its most recent fiscal year.

The aggregate market value of the voting stock held by non-affiliates on March 31, 2004, calculated by taking the last sales price of the Companys common stock ($.17 as quoted on March 29, 2004) was $965,066. The number of
shares outstanding of the issuers common equity as of March 29, 2004 was 6,395,357.

Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date.	6,395,357 common shares issued and outstanding as of March 31, 2004

Transitional Small Business Disclosure Format (check one):	Yes____No	X .

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TABLE OF CONTENTS

|PART I     |                                                               |    | 
|---------- | ------------------------------------------------------------- | -- | 
|           |                                                               |    | 
|ITEM 1.    | Description of Business                                       | 4  | 
|ITEM 2.    | Description of Property                                       | 7  | 
|ITEM 3.    | Legal Proceedings                                             | 7  | 
|ITEM 4.    | Submission of Matters to a Vote of Security Holders           | 7  | 
|           |                                                               |    | 
|PART II    |                                                               |    | 
|           |                                                               |    | 
|ITEM 5.    | Market for Common Equity, Related Stockholder Matters         |    | 
|           | and Small Business Issuer Purchases of Equity Securities      | 8  | 
|ITEM 6.    | Managements Discussion and Analysis or Plan of Operation     | 8  | 
|ITEM 7.    | Financial Statements                                          | 11 | 
|ITEM 8.    | Changes In and Disagreements With Accountants on              |    | 
|           | Accounting and Financial Disclosure                           | 11 | 
|ITEM 8A.   | Controls and Procedures                                       | 11 | 
|           |                                                               |    | 
|PART III   |                                                               |    | 
|           |                                                               |    | 
|ITEM 9.    | Directors, Executive Officers, Promoters and Control Persons; |    | 
|           | Compliance With Section 16(a) of the Exchange Act             | 12 | 
|ITEM 10.   | Executive Compensation                                        | 13 | 
|ITEM 11.   | Security Ownership of Certain Beneficial Owners and           |    | 
|           | Management and Related Stockholder Matters                    | 14 | 
|ITEM 12.   | Certain Relationships and Related Transactions                | 14 | 
|ITEM 13.   | Exhibits and Reports on Form 8-K                              | 15 | 
|ITEM 14.   | Principal Accountant Fees and Services                        | 15 | 
|           |                                                               |    | 
|SIGNATURES | 16                                                            |   

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PART I

ITEM 1.Description of Business

THIS ANNUAL REPORT ON FORM 10-KSB CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES.  THESE STATEMENTS RELATE TO THE COMPANY'S FUTURE PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS AND MAY BE IDENTIFIED BY
WORDS LIKE "BELIEVE," "EXPECT," "MAY," "WILL," "SHOULD," "SEEK," OR "ANTICIPATE," AND SIMILAR EXPRESSIONS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS,
INCLUDING THOSE SET FORTH IN THIS BUSINESS SECTION AND UNDER "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" BELOW.

1st Net Technologies, Inc. (the "Company" or 1stNet) had, prior to August 2001, primarily been in the Internet commerce and services business since its
inception in 1997. In August 2001, the Company's Board of Directors decided to suspend its California operations and, subsequently, moved the Companys headquarters to Colorado, its original state of incorporation.  With the closing of its
California operations, the Company currently maintains no business operations, other than to manage its remaining assets and liabilities. Since August 2001, the Company has been a shell company in search of a merger candidate. Recent operations have
consisted of debt restructuring.

In October 2001, the Company retained the services of a Corporate Reorganization/Bankruptcy Specialist in order to determine a course of action that might best provide the Company with the opportunity to remain a going concern.
As of December 31, 2003, the Company continues to have discussions with its unsecured creditors to determine their willingness to negotiate their claims against the Company. The Company has a limited amount of capital from which to pay its remaining
obligations. If the Company is unable to negotiate favorable and final terms with its remaining creditors, the Company may have to seek protection from its creditors through a Chapter 11 or Chapter 7 filing, at some point in the future. To date, no
definitive decision has been made with regard to this course of action.

Our historical financial information contained in this Annual Report on Form 10-KSB is that of 1st Net Technologies, Inc. and its subsidiary corporation, SSP Management Corp., and is presented on a consolidated basis.

In January 1999, we acquired a 100 percent interest in SSP Management Corp., a Colorado corporation ("SSP"), from a private company that is considered a related party. SSP was wholly owned by Entrepreneur Investments, LLC ("EI")
whose sole shareholder, James H. Watson, Jr., our current Chairman/President/CEO, was a member of 1st Net's Board of Directors at the time of acquisition. Through our acquisition of that company, we built several investment-oriented Internet Web
sites and on-line newsletter publications. In December 1999, we made a strategic decision to divest ourselves of the SSP types of clients and services and, where applicable, to sell our information-based assets to companies whose long-term objective
was to participate in that business. Accordingly, we completed the sale of some of our online newsletters to other unrelated companies in February and August 2000 and this subsidiary is no longer active in its former business.

At December 31, 2003, SSP and 1stNet Technologies continue to hold common stock in the following former clients:

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|Name of Company     | Status      | Owner  | # of shares owned at 12/31/03
|------------------- | ----------- | ------ | -----------------------------
|                    |             |        |                              
|                    |             |        |                              
|a) SureCare, Inc.   | Account     | SSP    | 60,000 common                
|b) Zootech, Inc.    | Account     | SSP    | 5,000 common                 
|c) Allwest System   | Account     | 1stNet | 33 common                    
|d) Phelps Engineer  | Account     | 1stNet | 21,000 common                
|e) Uniprime Capital | Account     | 1stNet | 2,035 common                 
|f) Zootech, Inc.    | Account     | 1stNet | 17,000 common                
|e) CTG              | Certificate | 1stNet | 2,120,114 common             

All the above, except Childrens Technology Group (CTG), currently trades on either the NASDs Bulletin Board system or the Pink Sheets.

CHILDRENS TECHNOLOGY GROUP

In May 1999, we acquired a controlling interest in The Children's Technology Group, Inc. ("CTG") (formerly Tummybusters, Inc.), a Nevada corporation. The business model of CTG is to build a safe and enjoyable Internet community
for children on-line.  Prior to its acquisition by 1st Net, James H. Watson, Jr., our Chairman/President/CEO served as a member of the boards of directors of both CTG and 1st Net. Prior to December 31, 2000, the Company accounted for its investment
in Childrens Technology Group, Inc. (CTG) in accordance with Accounting Principle Board (APB) Opinion No. 16. Under this method, the Company consolidated CTGs financial statements with its own. During the year
ended December 31, 2000, CTG issued additional shares of its common stock and preferred stock to the public resulting in a change in the Companys ownership. Because of the change in ownership, the Company no longer has a controlling interest
in CTG.

At January 1, 2001, the cost basis in the 4,172,614 shares of CTG common stock was $146,232. On June 28, 2001, the Company, CTG and a third party investor in CTG entered into a shares exchange and option agreement. Pursuant to the
agreement, the Company returned 250,000 shares of CTG stock in exchange for $25,000 in July 2001. Upon receiving the $25,000 from CTG, the Company granted the third party investor an option to purchase 1,250,000 shares of CTG common stock owned by
1stNet at $.125 per share. At December 31, 2001, the Company held 3,922,614 shares of CTG common stock valued at $120,731. Additionally, the Company agreed to exchange 550,500 shares of
its CTGs common stock with 550,500 shares of 1stNets common stock owned by CTG. The share exchange was closed in January 2002.

During February 2002, the third party investor exercised the option to purchase 1,250,000 of the CTG stock owned by the Company, and paid the Company $156,250 ($.125/share).  The sale reduced the number of shares of CTG common
stock owned by the Company to 2,120,114.  The Company recognized a gain on the sale of the CTG stock of $110,497 and reduced its cost basis in the CTG investment by $44,753.

In January 2002, the Company granted the third party investor another option to purchase an additional 1,370,114 shares of its CTG common stock at $.225 per share. This option was not exercised during its applicable term and
expired in January 2003.

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The Companys investment in CTG dropped to 13 percent at December 31, 2002. Due to the reduction in the percentage of ownership, the Companys investment in CTG was been reclassified as marketable securities that are
available-for-sale.

SALE OF INTERNET PORTALS

In December 1999, we made a strategic decision to divest ourselves of the types of clients serviced by our subsidiary SSP Management and, where applicable, sell our information-based assets to companies whose long-term objective
is to participate in the investor information business.

On February 23, 2000, SSP sold certain related assets to MarketByte, LLC. ("MarketByte") in exchange for a note receivable totaling $200,000 and 10 percent of any future non-cash consideration received by Marketbyte in connection
with the assets, through June 2, 2002. Under this Asset Purchase Agreement, in the event that the consideration received from Marketbyte through June 2, 2002 does not equal or exceed $750,000, Marketbyte will be required to pay the Company the
difference between $750,000 and the consideration previously paid to the Company in connection with the original Asset Purchase Agreement. Subsequently, there have been two amendments to this Agreement to date. They are:

In October 2000, the Company agreed to amend its Agreement with MarketByte to read, "Upon expiration of the contract period of this Agreement, and should Seller (Company) not have received the total sum of Six Hundred Thousand
Dollars ($600,000) in cash and market value securities received or excess thereof, Buyer (MarketByte) shall agree to renegotiate in order to make up the difference between those amounts received by Seller and Six Hundred Thousand Dollars and such
shall become due and owing immediately upon such date and the conclusion of the aforementioned negotiation." In consideration for agreeing to reduce the total value of the agreement by $150,000, the Company received from Buyer 50,000 shares of
marketable securities, which were valued at $3.00 per share.

In December 2001, the Company again agreed to amend the MarketByte Agreement. This amendment states that By mutual agreement Buyer and Seller do hereby agree to extend the payment period of such non-cash consideration as
follows: a) MarketByte shall continue to pay 10 percent of any/all non-cash consideration (i.e. securities) it receives during its normal course of business until such time as the full amount owed has been received by Seller, with no specified time
limit, and, the parties also agree that as of the executed date of this Supplement the total amount of non-cash consideration due to the Seller is $370,886.25, which is figured by subtracting the amounts already paid by Buyer to
dateminus the original amount owed of $400,000.

At December 31, 2003, MarketByte owed the Company $10,000 in cash and $317,655 in other non-cash consideration. Due to the uncertainty related to the collection of the other consideration, no receivable has been
recorded and any collections are recorded as income when received.

In August 2000, our two remaining newsletter publications and their respective databases were sold to a different unaffiliated party, Millennium Financial Publishing, LLC. (MFP) for an aggregate of $115,000 in cash and promissory
notes for the remainder of the $1.5 million aggregate purchase price. Subsequent to the close of those agreements, MFP made payments to the Company totaling $50,000 before becoming in default on those Agreements. During the second quarter of 2001,
the Company filed suit against MFP in District Court, Arapahoe County, Colorado for breach of contract and failure to pay under the promissory notes executed by the companies. On or about February 28, 2002, the Company decided to settle its suit
with MFP in consideration of them paying us $2,500 in cash and $5,000 in marketable securities, as well as returning to the Company the non-exclusive rights to the databases and

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the exclusive rights to the other properties sold. MFP has not chosen not to honor the stipulations of this settlement as of December 31, 2003.

EMPLOYEES

As of December 31, 2003, the Company had no employees other than our President/CEO Mr. Watson. Mr. Watson currently receives no compensation for his services, other than reimbursements for expenses incurred on behalf of the
Company.

ITEM 2.Description of Property

The Company maintains its executive offices at 1869 W. Littleton Blvd., Littleton, Colorado 80120. The Company paid $1,000 and $4,800 in rent for its office space during the years ended December 31, 2003 and 2002.

Our property and equipment as of December 31, 2003 consists of certain idle equipment at an estimated fair value of $2,000.

ITEM 3.Legal Proceedings

As described toward the end of Item 1 above, we decided to settle our pending litigation against Millennium Financial Publishing, LLC ("MFP") in February 2002. MFP has so far chosen not to honor the stipulations of this settlement
and thus no compensation has been received by the Company as a result of this action. The Company has chosen, at this time, not to expend the resources necessary to pursue this action, although we may pursue this suit in the future.

The Company was a party to the following lawsuits during 2003:

1) During 2001, a suit was filed by L.A. Commercial Group, Inc. in the amount of $2,666. A default judgment was awarded against the Company in LA County, CA district court in 2002.

2) In October, 2002, the Company entered into a representation agreement with the Law Office of Roy R. Withers, of San Diego, California, to represent the Company in a civil action against Mitchell & Shea, attorneys at law,
for misuse of name and related damages. This action stems from the dismissal of the Company pursuant to a 2002 lawsuit, whereby the Company is seeking to recoup the fees and expenses it had to expend to defend itself in that suit. The Company is
also asking the Court for punitive damages related to this case. The case is still pending as of March 31, 2004.

ITEM 4.Submission of Matters to a Vote of Security Holders

We did not submit any matters to a vote of security holders during the fourth quarter of the year ended December 31, 2003.

PART II

ITEM 5.Market for Common Equity, Related Shareholder Matters andSmall business Issuer Purchases of Equity Securities

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Our common stock trades on the NASDs Bulletin Board system under the symbol FNTT. Although an active trading market for our Common Stock has at times existed in the past, currently our shares are only
sporadically traded. Consequently, no meaningful market information is currently available.

To date, we have paid no dividends and do not anticipate paying dividends until we receive revenues in an amount which management determines to be sufficient.

The number of record holders of the Company's $.001 par value Common Stock at December 31, 2003, was approximately 1,500.

We did not issue or sell any shares of stock during the year ended December 31, 2003.

ITEM 6.Management's Discussion and Analysis or Plan of Operation

This discussion may contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in such forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in "Risks and Uncertainties" below. We undertake no obligation to release publicly the results of any revisions to these forward-looking statements to reflect events or circumstances
arising after the date hereof.

OVERVIEW

Prior to August 2001, the Company had primarily been in the Internet commerce and services business since its inception in 1997. During 2001, the Company's Board of Directors decided to suspend its California operations and,
subsequently, moved the Companys headquarters to Colorado, its state of incorporation. With the closing of its California operations, the Company maintains no current business operations, other than to manage its remaining assets and
liabilities. The Company maintains one subsidiary corporation; SSP Management Corp. Our historical financial information contained in this Form 10-KSB is that of 1st Net Technologies, Inc. and SSP on a consolidated basis.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2002.

During the year ended December 31, 2003, the Company recognized net income totaling $342,671 as compared to net income of $32,123 during the year ended December 31, 2002.  The net income recognized in 2003 was related to the
following changes in revenues and expenses:

Operating expenses

Operating expenses totaling $15,839 in 2003 decreased $69,200 or 81.4 percent from $85,039 in 2002. The decrease in operating expenses is due to the cut-back of corporate activities and a related reduction in professional fees
from $68,063 in 2002 to $13,274 in 2003.

Other Income and Expense

December 31, 2003

During the year ended December 31, 2003, other income includes a gain on the sale of assets of $45,380, a $55,681 gain on the settlement of payables, the write-down of $98,791 in accruals, and a gain resultingfrom the change in an accounting estimate totaling $158,668.There were no amounts

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recognized for these types of gains during the year ended December 31, 2002. The $45,380 gain on sale of assets is related to collections of other consideration on the MarketByte receivable, which is recorded as a gain
when consideration is received.

The Companys management recorded a corporate restructuring liability at December 31, 2000 in the amount of $350,000.  Management estimated the liability based on costs associated with employee reductions, relocation of the
corporate headquarters and other expenses related to its plan to restructure and cease operations. The Company recognized liabilities totaling $191,332 during the years ended December 31, 2003, 2002 and 2001, which reduced the restructuring
liability to $158,668. At December 31, 2003, management determined that it had over-estimated the original restructuring liability and revised its estimate, which reduced the liability to zero.

December 31, 2002

During the year ended December 31, 2002, other income included gains from sale of marketable securities and investments totaling $117,562. The gains from sale of marketable securities were largely due to the sale of 1,250,000
shares of CTG stock for $156,250 in February 2002.  The Company incurred a $4,000 loss on impairment of its idle assets during 2002.

LIQUIDITY AND CAPITAL RESOURCES

To date, we have been funded through sale of equity securities received from services, advances and loans from related parties, sale of SSPs operations, and proceeds from equity offerings. At December 31, 2002, the Company
had cash and a net working capital deficit of $9,077 and $186,137, respectively. Our future source of capital will come from the remaining note receivable from prior sales of SSPs operations and disposal of equity securities held by the
Company.

As of December 31, 2003, we had total assets of $21,782, including current assets of $19,282, investments of $500 and $2,000 in idle equipment. We had total liabilities (all current) of $205,419 as of December 31, 2003. We had an
accumulated deficit of $6,303,912 and a shareholders deficit of $183,637 at December 31, 2003.

As of December 31, 2002, we had total assets of $70,216, including current assets of $67,716, investments of $500 and $2,000 in idle equipment. We had total liabilities (all current) of $673,594 as of December 31, 2002. We had a
retained loss of $6,646,583 and a shareholders deficit of $603,378 at December 31, 2002.

Net cash used in operations was $50,674 in 2003 consisting the $342,671 of net income offset by the gain on sale of assets of $45,380, the gain on write-down of liabilities of $98,791, the gain on change in accounting estimate of
4158,668 and the increase in payables and accruals of $34,825. Cash provided by investing activities was $80,380 in 2003 all related to proceeds from SSPs MarketByte receivable. Cash used in financing activities was $20,754 in 2003 all related
to the repayment of promissory notes.

Net cash used in operations was $112,772 in 2002 primarily due to the gain realized on the sale of investments totaling $117,562. Cash provided by investing activities was $163,315 in 2002 all related to proceeds from the sale of
investments. Cash used in financing activities was $55,000 in 2002 all related to the repayment of promissory notes.

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On a forward-looking basis, 1st Net and its 100 percent owned subsidiary SSP maintain only minimal holdings of marketable securities. It is impossible however to ascertain the actual amounts that will be eventually realized by the
Company when these securities are sold.  Management is not sure that proceeds from the sale of investments held in addition to cash payments to be received from the transactions described above, will be sufficient to make up projected shortfalls
from the results of its operations through the next twelve months.

Prior to August 2001, the majority of our capital resources was expended: 1) on salaries and benefits to our employees, 2) to service our debt burden to vendors, and 3) to our professional consultants. Since September 2001, we
have eliminated our employee burden completely. Today, our greatest needs for capital are to pay fees to our outside consultants, primarily legal and accounting, and to continue trying to service and restructure our debt burden with past
vendors.

Our main source of capital is our Asset Purchase and Loan Agreement with MarketByte, LLC. Entered into during the first quarter of 2000, SSP concluded a sale of its newsletter OTCjournal.com for a $200,000 note receivable and 10
percent of the gross non-cash compensation the buyer realizes from the operation of OTCjournal.com. To date, there is approximately, $327,655 remaining to be paid to SSP from that contract, including $10,000 due on a note receivable and $317,655 in
future other considerations. There can be no assurance that MarketByte can and will continue to honor its financial commitment under this Agreement.

On July 11, 2001, the Company issued an option (Option #1) to purchase 1,250,000 common shares of its holdings in Childrens Technology Group to DOC Partners, LLC (DOC) of Golden, Colorado. The option carried a strike price
of $0.125 per share. On February 11, 2002, DOC exercised that option by issuing a check in the amount of $156,250 to the Company. On January 11, 2002, the Company agreed to issue a second and final option (Option #2) to DOC for 1,370,114 common
shares at an exercise price of $0.225 per share. This option expired on January 11, 2003. At December 31, 2003, the Company holds 2,120,114 common shares in Childrens Technology Group.

RISKS AND UNCERTAINTIES

The risks and uncertainties described below are those that we currently deem to be material and that we believe are specific to our Company. If any of these or other risks actually occurs, the trading price of our Common Stock
could decline. We have a history of losses and absent the gains on the MarketByte agreement, the settlement of liabilities and the write-off of the liabilities reserve; we would have suffered a net loss in 2003. Also, because we expect our operating
losses to continue into the future, we may never be profitable.  We had an accumulated deficit of $6,303,912 at December 31, 2003. We incurred net income of $342,671 and $32,123 for the years ended December 31, 2003 and 2002, respectively, due to
the previously described non-operating gains.  While we are unable to predict accurately our future operating expenses, we currently expect our operating expenses to remain low, year-to-year, as we attempt to find a business combination that would
be a suitable fit for the Company on a go-forward basis. If we fail to find a suitable business to acquire or combine with, we will not succeed.

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

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on our ability to diversify our offerings by successfully developing, introducing and gaining customer acceptance of new products. We cannot assure you, however, that we will be successful in achieving market acceptance of any new
products that we develop or acquire. Any failure or delay in diversifying our existing offerings could harm our business, results of operations and financial condition.

We face increasing competition from better-established companies that have significantly greater resources. Many of our current and potential competitors could enjoy substantial competitive advantages, such as:

- Greater corporate name recognition and larger marketing budgets and resources;
- Established marketing relationships and access to larger customer bases; and
- Substantially greater financial, technical and other resources.

In order to be successful we will need to seek out, identify, and negotiate certain favorable terms with an existing business entity or concept whose operations may be a good fit for the Company. However, problems commonly
associated with such a transaction may eventually cause us to fail.  Our future success will depend in part upon the ability of our management to effectively negotiate such a transaction. Such a transaction may require us to hire and train
additional personnel to manage the expanded operations. In addition, we will be required to continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully manage these
processes, we may be unable to proceed forward as a going concern. If we acquire any companies or technologies in the future, they could prove difficult to integrate, disrupt our business, dilute shareholder value and adversely affect operating
results.  We may acquire or make investments in complementary companies, services and technologies in the future. As a result, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects will be seriously
harmed.

If we have to go to court and litigate for any reason, it will be time consuming and expensive. Therefore, the threat of creditor lawsuits could adversely affect the Companys ability as a going concern.

In the future, we may seek to license additional technology or content in order to enhance our current features or to introduce new services. There can be no assurance that any such licenses will be available on commercially
reasonable terms, if at all. The loss of or inability to obtain or maintain any of these technology licenses could result in delays in introduction of new services until equivalent technology, if available, is identified, licensed and integrated,
which could have a material adverse effect on our business, results of operations and financial condition.

We are not sure of the scope or the impact on us of all of the laws, rules and regulations that are likely to affect our business in the future.

The securities industry in the United States is subject to extensive regulation under both federal and state laws. In addition, the Securities and Exchange Commission (the "Commission"), the NASD, various stock exchanges, and
other regulatory bodies, such as state securities commissions, require strict compliance with their rules and regulations. As a matter of public policy, regulatory bodies are charged with safeguarding the integrity of the securities and other
financial markets and with protecting the interests of customers participating in those markets. Our failure to comply with any of these laws, rules or regulations could result in censure, fine, or the issuance of cease-and-desist orders, any of
which could have a material adverse effect on our business, financial condition and operating results.

ITEM 7.Financial Statements

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The Financial Statements are included on Pages F-1 through F-13.

ITEM 8.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

There have been no disagreements between the Company and its independent accountants on any matter of accounting principles or practices or financial statement disclosure.

ITEM 8A.Controls and Procedures

|(a) | Evaluation of disclosure controls and procedures.Our Chief Executive Officer and Principal Accounting Officer has evaluated the effectiveness of our disclosure controls and procedures
(as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this annual report (the Evaluation Date). Based upon such
evaluation, the officer has concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective in alerting him on a timely basis to material information relating to our Company (including our consolidated subsidiary)
required to be included in our reports filed or submitted under the Exchange Act.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Changes in internal controls over Financial Reporting.During the most recent fiscal year, there have not been any significant changes in our internal controls over financial reporting
or in other factors that could have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                   

PART III

ITEM 9.Directors, Executive Officers, Promoters and Control Persons;

Compliance with Section 16(a) of the Exchange Act

The Directors and Officers of the Company are as follows:

|Name                 | Age | Positions and Offices Held                   
|-------------------- | --- | ---------------------------------------------
|                     |     |                                              
|                     |     |                                              
|James H. Watson, Jr. | 41  | President, Chairman, Chief Executive         
|                     |     | Officer, Chief Financial Officer and Director
|                     |     |                                              
|Daniel Nye           | 43  | Director                                     

There is no family relationship between any Director or Executive Officer of the Company.

The Company presently has no committees.

Set forth below are the names of all Directors and Executive Officers of the Company, all positions and offices with the Company held by each such person, the period during which he has served as such, and the business experience
of such persons during at least the last five years:

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James H. Watson, Jr., 41, has served as our President since December 2000 and as our Chief Executive Officer and Chairman of our Board of Directors since June 30, 1999. He has been a member of our Board since 1997. Mr. Watson
currently devotes 40-50% of his time to our business. Mr. Watson is the Founder and the General Managing Member of Entrepreneur Investments, LLC (EI), a private financial consulting and investment firm that specializes in the unique needs of
development stage companies. Started in 1996, EI has worked hand in hand with both public and private companies, assisting them with such critical issues as corporate capitalization, mergers/acquisitions, management placement, and business strategy.
From 1995 to 1996, he was a Founder and Chief Operating Member of N8 Concepts, LLC, a private company that specialized in sports-related trademark licensing and event management. Mr. Watson has served on various Boards in recent years including
Probook, Inc., Nicklebys.com, Inc., Childrens Technology Group, Inc., and Mariah Communications. At present, Mr. Watson does not sit on any other Boards. Mr. Watson graduated from the University of Tennessee / Chattanooga in 1985 with a
Bachelors degree in Political Science/Public Administration.

Daniel Nye, 43, has been the President of NYCON Resources Inc. since its inception in 1992. NYCON is a private corporation involved in natural resource exploration and investment, real estate investment, and securities
speculation.  Mr. Nye is responsible for identifying and structuring investment opportunities and strategic planning for NYCON. Mr. Nye received a BS degree in Aerospace Technology from Indiana State University.

SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's directors and executive officers, and persons who own more than 10% of a registered class of the Company's equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely on its review of the copies of such reports furnished to the Company and written representations that no other reports were required during the year ended December 31, 2003, all Section
16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with.

ITEM 10.Executive Compensation

BOARD OF DIRECTOR MEETINGS AND COMMITTEES

The Board of Directors held no meetings during the year ended December 31, 2003.

COMPENSATION SUMMARY

The following table sets forth the annualized base salary that we paid to our Chief Executive Officer. Mr. James H. Watson became our CEO on June 29, 1999 and has not received any cash compensation since accepting the position.
None of our other executives or directors has received compensation. We reimburse our officers and directors for any reasonable out-of-pocket expenses incurred on our behalf.

13

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|Name and             |      |  | Salary       |       | Other       
|-------------------- | ---- |  | ------------ | ----- | ------------
|Principal Position   | Year |  | Compensation | Bonus | Compensation
|                     |      |  |              |       |             
|James H. Watson, Jr. | 2003 |  | $ -          | $ -   | $ -         
|President, CEO       | 2002 |  | $ -          | $ -   | $ -         

Notes:

As of December 31, 2003, we had no group life, health, hospitalization, medical reimbursement or relocation plans in effect.  Further, we had no pension plans or plans or agreements, which provide compensation on the event of
termination of employment or change in control of the Company.

We do not pay members of our Board of Directors any fees for attendance or similar remuneration or reimburse them for any out-of-pocket expenses incurred by them in connection with our business.

COMPENSATION OF DIRECTORS

There was no compensation paid to any directors of 1stNet.

EMPLOYMENT AGREEMENTS

Currently, no employment agreements exist with any officer or employee.

LONG-TERM INCENTIVE PLAN

None.

ITEM 11.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

BENEFICIAL OWNERS

The following table sets forth information regarding the beneficial ownership of the shares of the Common Stock (the only class of shares outstanding) of 1st Net on December 31, 2003 (at which date there were 6,395,357 shares
issued and outstanding), by each person known by us to be the beneficial owner of more than five percent of the outstanding shares of our Common Stock and by each person known by us to be a director or nominee or executive officer owning a
beneficial interest in our equity securities.

|Name and Address of       | Amount of      |  | Percent of |               
|------------------------- | -------------- |  | ---------- | --------------
|Beneficial Owner(a)       | Class (Shares) |  | Class      | Title of Class
|                          |                |  |            |               
|                          |                |  |            |               
|Entrepreneur Investments, |                |  |            |               
|LLC (a)(b)                | 118,500        |  | 1.85%      | Common Stock  
|                          |                |  |            |               
|APJW, Inc. (a)(b)         | 600,000        |  | 9.38%      | Common Stock  

14

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|All Officers and Directors |         |  |        |             
|-------------------------- | ------- |  | ------ | ------------
|as a Group (One Person)    | 718,500 |  | 11.23% | Common Stock
|                           |         |  |        |             
|                           |         |  |        |             

(a) All entities or persons listed have sole voting and investment power with respect to their shares of Common Stock, except to the extent authority is shared by spouses under applicable law.

(b) James H. Watson is the managing member of Entrepreneur Investments, LLC., and also the President and sole shareholder of APJW, Inc.

CHANGES IN CONTROL

The Company knows of no arrangement, including the pledge by anyone of any securities of the Company, that may result in a change in control.

ITEM 12.Certain Relationships and Related Transactions

The Company borrowed funds from JW Holdings Corporation (JW Holdings), an affiliate under common control, for working capital during 2001. At December 31, 2001, the Company was indebted to the affiliate in the amount
of $75,078. The Company borrowed $27,882 and $-0- from the affiliate and made payments of $48,636 and $30,000 in 2003 and 2002, respectively.  Borrowings from the affiliate are non-interest bearing unless so stated at the time funds are advanced.
The Company owed the affiliate $24,324 at December 31, 2003.

In September 2000, Daniel Nye, a Director, personally loaned the Company $50,000 in exchange for a promissory note. The note carried an interest rate of ten percent (10%) annually with a one (1) year term. In September 2001, Mr.
Nye agreed to extend the note for six (6) additional months. On June 7, 2001, we paid interest accrued on this loan totaling $2,500. On February 12, 2002, we paid the entire principal due of $50,000 and Mr. Nye agreed to waive all remaining, accrued
interest. Mr. Nye was not an affiliate of the Company at the time the loan was granted.

Item 13.Exhibits and Reports on Form 8-K

Reports on Form 8-K:

None.

Exhibits:

1stNet Technologies, Inc. includes herewith the following exhibits:

|31.1 | Certification of Chief Executive Officer and Principal Accounting Officer pursuant to    | 
|---- | ---------------------------------------------------------------------------------------- | 
|     | Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    | 
|     |                                                                                          | 
|32.1 | Certification of Chief Executive Officer and Principal Accounting Officer pursuant to 18 | 
|     | U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of     | 
|     | 2002.                                                                                    | 

15

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Item 14.Principal Accountant Fees and Services

1. Audit and Audit-Related Fees

During the year ended December 31, 2003, the Companys principal accountant billed $6,700 in fees that were directly associated with the preparation of annual audit reports and quarterly review reports.

During the year ended December 31, 2002, the Companys principal accountant billed $7,794 in fees that were directly associated with the preparation of annual audit reports and quarterly review reports.

2. Tax Fees

During the year ended December 31, 2003, the Companys principal accountant billed $-0- in fees that were directly associated with the preparation of tax filings.

During the year ended December 31, 2002, the Companys principal accountant billed $300 in fees that were directly associated with the preparation of filings.

3. All Other Fees

The Companys principal accountant did not bill any other fees during the years ended December 31, 2003 and 2002.

Audit Committees Pre-Approval Policies and Procedures

Due to the fact that 1stNet Technologies has only one active officer and two directors, the Company does not have an audit committee at this time.

Percentage of Hours Expended

All hours expended on the principal accountants engagement to audit the registrants financial statements for the most recent fiscal year were attributable to work performed by persons that are the principal
accountants full-time, permanent employees.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

1st Net Technologies, Inc.

Dated:April 12, 2004

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

16

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Pursuant to the requirements of the Security Exchange Act of 1934, as amended, this Report has been signed by the following persons in the capacities and on the dates indicated.

Dated:April 12, 2004

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

17

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Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL ACCOUNTING OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Annual Report on Form 10-KSB of 1STNet Technologies, Inc. for the year ending December 31, 2003, as filed
with the Securities and Exchange Commission on the date hereof, the undersigned, in the capacity and date indicated below, hereby certifies that:

|1. I have reviewed this annual report on Form 10-KSB of 1stNet Technologies, Inc.;                                  
|--------------------------------------------------------------------------------------------------------------------
|                                                                                                                    
|2. Based on my knowledge, this annual 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;                      
|                                                                                                                    
|3. Based on my knowledge, the financial statements, and other financial information included in this annual         
|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 annual report;                                             
|                                                                                                                    
|4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure     
|controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:           

|(a) designed such disclosure controls and procedures to ensure that material information relating to the          
|------------------------------------------------------------------------------------------------------------------
|registrant, including its consolidated subsidiary, is made known to us by others within those entities,           
|particularly during the period in which this annual 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 annual report (the "Evaluation Date"); and                                       
|                                                                                                                  
|(c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and        
|procedures based on our evaluation as of the Evaluation Date;                                                     

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

|(a) all significant deficiencies in the design or operation of internal controls which could adversely affect the
|-----------------------------------------------------------------------------------------------------------------
|registrant's ability to record, process, summarize and report financial data and have identified for the         
|registrant's auditors any material weaknesses in internal controls; and                                          
|                                                                                                                 
|(b) any fraud, whether or not material, that involves management or other employees who have a significant       
|role in the registrant's internal controls; and                                                                  

|6. The registrant's other certifying officers and I have indicated in this annual report whether there were   
|--------------------------------------------------------------------------------------------------------------
|significant changes in internal controls or in other factors that could significantly affect internal controls
|subsequent to the date of our most recent evaluation, including any corrective actions with regard to         
|significant deficiencies and material weaknesses.                                                             

Dated:April 12, 2004

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

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Exhibit 32.1

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 1stNet Technologies, Inc. (the Company) on Form 10-KSB for the period ending December 31,
2003, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, James H. Watson, Jr., 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 the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated:April 12, 2004

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

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