U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-QSB

(Mark One)

[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934

For the quarterly period ended:	June 30, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-17232

NETMEASURE TECHNOLOGY INC.(Exact name of small business issuer as specified in its charter)



|NEVADA                                                        | 86-0914695                      
|------------------------------------------------------------- | --------------------------------
|(State or other jurisdiction ofincorporation or organization) | (IRS EmployerIdentification No.)

12a-1950 Government StreetVancouver, B.C. V8T 4N8(Address of principal executive offices)

(250) 380-2274(Issuer's telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date:

407,696shares of common stock, $0.001 par value, as of September 23, 2003

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-QSB and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three month periods ended June 30, 2003 and 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information refer to the financial statements and footnotes thereto included in the Company's Annual Financial Statements filed on Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2003.

2



NetMeasure Technology Inc. 
(A Development Stage Company) 
Consolidated
Financial Statements -
Unaudited
(expressed in U.S. dollars) 
June 30, 2003

F-1

|Contents                                                    |     
|----------------------------------------------------------- | ----
|                                                            | Page
|Consolidated Balance Sheet - Unaudited                      | F-3 
|Consolidated Statement of Operations - Unaudited            | F-4 
|Consolidated Statement of Cash Flows - Unaudited            | F-6 
|Consolidated Statement of Stockholders' Equity (Deficiency) | F-7 
|Notes to the Unaudited Consolidated Financial Statements    | F-9 

F-2

NetMeasure Technology Inc.
(A Development Stage Company) Consolidated Balance Sheet(expressed in U.S. dollars)

|                                                 |   | June 302003 |   | December 312002
|------------------------------------------------ | - | ----------- | - | ---------------
|Current Asset                                    |   | (unaudited) |   |                
|                                                 |   |             |   |                
|Cash                                             | $ | 2,521       | $ | 5,481          
|                                                 |   |             |   |                
|                                                 |   |             |   |                
|                                                 |   |             |   |                
|                                                 |   |             |   |                
|                                                 |   |             |   |                
|                                                 |   |             |   |                
|Liabilities                                      |   |             |   |                
|Current                                          |   |             |   |                
|Accounts payable                                 | $ | 148,033     | $ | 239,677        
|Accrued Liabilities                              |   | 83,553      |   | 151,896        
|Promissory Notes                                 |   | 110,636     |   | 110,636        
|                                                 |   |             |   |                
|                                                 |   | 342,222     |   | 502,209        
|Convertible promissory notes (Note 4)            |   | 122,570     |   | 102,370        
|                                                 |   |             |   |                
|                                                 |   | 464,792     |   | 604,579        
|                                                 |   |             |   |                
|Shareholders' Deficiency                         |   |             |   |                
|Capital stock (Note 5)                           |   |             |   |                
|Authorized:                                      |   |             |   |                
|100,000,000 common shares at $0.001 par value    |   |             |   |                
|Issued:                                          |   |             |   |                
|407,696 shares                                   |   | 408         |   | 408            
|Additional paid-in capital                       |   | 1,760,378   |   | 1,760,378      
|Share subscriptions                              |   | 614,250     |   | 614,250        
|Deficit accumulated during the development stage |   | (2,837,307) |   | (2,974,134)    
|                                                 |   |             |   |                
|                                                 |   | (462,271)   |   | (599,098)      
|                                                 |   |             |   |                
|                                                 | $ | 2,521       | $ | 5,481          
|                                                 |   |             |   |                

Continuance of Operations (Note 2)

See accompanying notes to the unaudited consolidated financial statements.

F-3

NetMeasure Technology Inc. 
(A Development Stage Company) Consolidated Statement of Operations - Unaudited(expressed in U.S. dollars)

|                      |   | For the Period from Inception to June 30 2003 |   | For the Three Months Ended June 302003 |   | For the Three Months EndedJune 302002 |   | For the Six Months Ended June 30 2003 |   | For the Six Months Ended June 302002
|--------------------- | - | --------------------------------------------- | - | -------------------------------------- | - | ------------------------------------- | - | ------------------------------------- | - | ------------------------------------
|                      |   |                                               |   |                                        |   |                                       |   |                                       |   |                                     
|Revenue               | $ | 6,125                                         | $ | -                                      | $ | -                                     | $ | -                                     | $ |                                     
|                      |   |                                               |   |                                        |   |                                       |   |                                       |   |                                     
|Expenses              |   |                                               |   |                                        |   |                                       |   |                                       |   |                                     
|Marketing             |   |                                               |   |                                        |   |                                       |   |                                       |   |                                     
|Advertising           |   | 5,862                                         |   | -                                      |   | -                                     |   | -                                     |   | -                                   
|Computer and office   |   | 3,479                                         |   | -                                      |   | -                                     |   | -                                     |   | -                                   
|Consulting fees       |   | 59,502                                        |   | -                                      |   | -                                     |   | -                                     |   | -                                   
|Salaries and benefits |   | 272,765                                       |   | -                                      |   | -                                     |   | -                                     |   | -                                   
|Travel                |   | 56,088                                        |   | -                                      |   | -                                     |   | -                                     |   | -                                   
|                      |   | 397,696                                       |   | -                                      |   | -                                     |   | -                                     |   | -                                   
|Product development   |   |                                               |   |                                        |   |                                       |   |                                       |   |                                     
|Consulting fees       |   | 74,667                                        |   | -                                      |   | -                                     |   | -                                     |   | -                                   
|Salaries and benefits |   | 602,914                                       |   | -                                      |   | -                                     |   | -                                     |   | -                                   
|Travel                |   | 25,888                                        |   | -                                      |   | -                                     |   | -                                     |   | -                                   
|                      |   | 703,469                                       |   | -                                      |   | -                                     |   | -                                     |   | -                                   

See accompanying notes to the unaudited consolidated financial statements.

F-4

Cont'd.

NetMeasure Technology Inc.	
(A Development Stage Company) Consolidated Statement of Operations - Unaudited(expressed in U.S. dollars)

|                                              |   | For the Period from Inception to June 30 2003 |   | For the Three Months Ended June 302003 |   | For the Three Months Ended June 302002 |   | For the Six Months Ended June 30 2003 |   | For the Six Months Ended June 302002
|--------------------------------------------- | - | --------------------------------------------- | - | -------------------------------------- | - | -------------------------------------- | - | ------------------------------------- | - | ------------------------------------
|                                              |   |                                               |   |                                        |   |                                        |   |                                       |   |                                     
|General and administrative                    |   |                                               |   |                                        |   |                                        |   |                                       |   |                                     
|Advertising and promotion                     |   | 2,519                                         |   | 323                                    |   | -                                      |   | 323                                   |   | -                                   
|Bad debts                                     |   | 25,681                                        |   | -                                      |   | -                                      |   | -                                     |   | -                                   
|Bank charges and interest                     |   | 59,186                                        |   | 8,772                                  |   | 3,279                                  |   | 11,844                                |   | 6,545                               
|Communication                                 |   | 48,892                                        |   | 3,175                                  |   | -                                      |   | 3,175                                 |   | -                                   
|Computer and office supplies                  |   | 109,913                                       |   | 249                                    |   | 264                                    |   | 249                                   |   | 1,823                               
|Consulting fees                               |   | 318,917                                       |   | 15,250                                 |   | -                                      |   | 30,210                                |   | -                                   
|Depreciation and amortization                 |   | 252,483                                       |   | -                                      |   | -                                      |   | -                                     |   | -                                   
|Employee relocation                           |   | 9,080                                         |   | -                                      |   | -                                      |   | -                                     |   | -                                   
|Forgiveness of Debt                           |   | (69,700)                                      |   | (3,200)                                |   | (66,500)                               |   | (3,200)                               |   | (66,500)                            
|Loss on disposition of capital assets         |   | 40,318                                        |   | -                                      |   | -                                      |   | -                                     |   | -                                   
|Professional fees                             |   | 342,258                                       |   | 2,752                                  |   | 20,867                                 |   | 12,924                                |   | 34,849                              
|Rent                                          |   | 107,165                                       |   | -                                      |   | -                                      |   | -                                     |   | -                                   
|Salaries and benefits                         |   | 245,245                                       |   | 12,000                                 |   | 4,786                                  |   | 12,000                                |   | 22,525                              
|Stock award compensation                      |   | 237,501                                       |   | -                                      |   | -                                      |   | -                                     |   | -                                   
|Technical advisory board                      |   | 9,932                                         |   | -                                      |   | -                                      |   | -                                     |   | -                                   
|Travel                                        |   | 23,081                                        |   | 449                                    |   | -                                      |   | 1,054                                 |   | -                                   
|Write-down of capital assets and goodwill     |   | 140,858                                       |   | -                                      |   | 66,500                                 |   | -                                     |   | -                                   
|Write-off of deferred acquisition costs       |   | 66,500                                        |   | -                                      |   | -                                      |   | -                                     |   | 66,500                              
|                                              |   | 1,969,829                                     |   | 39,770                                 |   | 29,196                                 |   | 68,579                                |   | (65,742)                            
|Gain on Disposal of Subsidiary                |   | (219,846)                                     |   | (219,846)                              |   | -                                      |   | (219,846)                             |   | -                                   
|Interest income                               |   | (22,156)                                      |   | -                                      |   | -                                      |   | -                                     |   | -                                   
|Foreign exchange loss                         |   | 14,440                                        |   | 14,440                                 |   | -                                      |   | 14,440                                |   | -                                   
|                                              |   |                                               |   |                                        |   |                                        |   |                                       |   |                                     
|Net (loss) Income                             | $ | (2,837,307)                                   | $ | 165,636                                | $ | (29,196)                               | $ | 136,827                               | $ | (65,742)                            
|Weighted average number of shares outstanding |   |                                               |   | 407,696                                |   | 414,230                                |   | 407,696                               |   | 414,230                             
|Income (loss) per share - basic and diluted   |   |                                               | $ | 0.41                                   | $ | (0.07)                                 | $ | 0.34                                  | $ | (0.16)                              
|                                              |   |                                               |   |                                        |   |                                        |   |                                       |   |                                     
|                                              |   |                                               |   |                                        |   |                                        |   |                                       |   |                                     

See accompanying notes to the unaudited consolidated financial statements.

F-5

NetMeasure Technology Inc.
(A Development Stage Company)Consolidated Statement of Cash Flows - Unaudited(expressed in U.S. dollars)

|                                                                  |   | For the Period from Inception to June 30 2003 |   | For the Six Months Ended June 30 2003 |   | For the Six Months Ended June 302002
|----------------------------------------------------------------- | - | --------------------------------------------- | - | ------------------------------------- | - | ------------------------------------
|                                                                  |   |                                               |   |                                       |   |                                     
|Cash derived from (applied to)                                    |   |                                               |   |                                       |   |                                     
|Operating                                                         |   |                                               |   |                                       |   |                                     
|Net loss                                                          | $ | (2,837,307)                                   | $ | 136,827                               | $ | (65,742)                            
|Write-off of amount due from company controlled  by a shareholder |   | 17,208                                        |   | -                                     |   | -                                   
|Gain on disposal of subsidiary                                    |   | (219,846)                                     |   | (219,846)                             |   | -                                   
|Loss on disposition of capital assets                             |   | 40,318                                        |   | -                                     |   | -                                   
|Write-down of capital assets and goodwill                         |   | 140,858                                       |   | -                                     |   | -                                   
|Write-off of deferred acquisition costs                           |   | 66,500                                        |   | -                                     |   | 66,500                              
|Forgiveness of debt                                               |   | (69,700)                                      |   | (3,200)                               |   | (66,500)                            
|Depreciation and amortization                                     |   | 252,483                                       |   | -                                     |   | -                                   
|Interest on promissory notes                                      |   | 1,250                                         |   | -                                     |   | -                                   
|Stock award compensation expense                                  |   | 237,501                                       |   | -                                     |   | 1,634                               
|Shares issued for services rendered                               |   | 111,938                                       |   | -                                     |   | -                                   
|Change in non-cash operating working capital                      |   |                                               |   |                                       |   |                                     
|Receivables                                                       |   | 18,309                                        |   | -                                     |   | 9,779                               
|Accounts payable and accruals                                     |   | 416,741                                       |   | 63,059                                |   | 27,026                              
|                                                                  |   | (1,823,747)                                   |   | (23,160)                              |   | (27,303)                            
|Financing                                                         |   |                                               |   |                                       |   |                                     
|Promissory notes                                                  |   | 299,706                                       |   | 20,200                                |   | 95,153                              
|Shares issued for cash                                            |   | 1,258,691                                     |   | -                                     |   | -                                   
|Share subscriptions received                                      |   | 613,000                                       |   | -                                     |   | -                                   
|Cash assumed on acquisition of subsidiary                         |   | 34,113                                        |   | -                                     |   | -                                   
|Payment of promissory notes payable by  subsidiary company        |   | (127,373)                                     |   | -                                     |   | -                                   
|                                                                  |   | 2,078,137                                     |   | 20,200                                |   | 95,153                              
|Investing                                                         |   |                                               |   |                                       |   |                                     
|Deferred acquisition costs                                        |   | (66,500)                                      |   | -                                     |   | (66,500)                            
|Acquisition of capital assets                                     |   | (192,947)                                     |   | -                                     |   | -                                   
|Proceeds on disposition of capital assets                         |   | 24,786                                        |   | -                                     |   | -                                   
|Advances to company controlled by a shareholder                   |   | (17,208)                                      |   | -                                     |   | -                                   
|                                                                  |   | (251,869)                                     |   |                                       |   | (66,500)                            
|                                                                  |   |                                               |   |                                       |   |                                     
|Net increase in cash                                              |   | 2,521                                         |   | (2,960)                               |   | 1,350                               
|Cash                                                              |   |                                               |   |                                       |   |                                     
|Beginning of period                                               |   | -                                             |   | 5,481                                 |   | 1,627                               
|End of period                                                     | $ | 2,521                                         | $ | 2,521                                 | $ | 2,977                               
|                                                                  |   |                                               |   |                                       |   |                                     
|                                                                  |   |                                               |   |                                       |   |                                     
|Non-cash items not included in cash flows                         |   |                                               |   |                                       |   |                                     
|Stock award compensation expense                                  | $ | 237,501                                       | $ | -                                     | $ | 1,634                               
|Shares issued under stock awards plan                             | $ | 237,501                                       | $ | -                                     | $ | -                                   
|Shares issued for services                                        | $ | 111,938                                       | $ | -                                     | $ | -                                   
|Shares issued to acquire subsidiary                               | $ | 152,656                                       | $ | -                                     | $ | -                                   
|                                                                  |   |                                               |   |                                       |   |                                     

See accompanying notes to the unaudited consolidated financial statements.

F-6

NetMeasure Technology Inc.
(A Development Stage Company) Consolidated Statement of Stockholders' Equity (Deficiency) - UnauditedFrom the Date of Incorporation to June 30, 2003(expressed in U.S. dollars)

|                                                                                                   |               |   |           |   |            |   |               |   |             |   | Deficit     |   |            
|-------------------------------------------------------------------------------------------------- | ------------- | - | --------- | - | ---------- | - | ------------- | - | ----------- | - | ----------- | - | -----------
|                                                                                                   |               |   |           |   |            |   |               |   |             |   | Accumulated |   |            
|                                                                                                   |               |   |           |   | Additional |   |               |   |             |   | During the  |   |            
|                                                                                                   | Common Shares |   | Paid-in   |   | Share      |   | Accrued       |   | Development |   |            
|                                                                                                   | Number        |   | Par Value |   | Capital    |   | Subscriptions |   | Employee    |   | Stage       |   | Total      
|Common stock issued to  officers for services rendered                                             | 1,000,000     | $ | 1,000     | $ | -          | $ | -             | $ | -           | $ | -           | $ | 1,000      
|Common stock issued by  offering at $0.03125 per  share                                            | 4,950,000     |   | 4,950     |   | 149,738    |   | -             |   | -           |   | -           |   | 154,688    
|Common stock issued by  offering at $0.03125 per  share for services rendered                      | 3,550,000     |   | 3,550     |   | 107,388    |   | -             |   | -           |   | -           |   | 110,938    
|Net loss for the period                                                                            | -             |   | -         |   | -          |   | -             |   | -           |   | (226,390)   |   | (226,390)  
|Balance, as at  December 31, 1998                                                                  | 9,500,000     |   | 9,500     |   | 257,126    |   | -             |   | -           |   | (226,390)   |   | 40,236     
|Common stock issued for  cash net of issuance costs of  $33,247                                    | 809,800       |   | 810       |   | 978,193    |   | -             |   | -           |   | -           |   | 979,003    
|Common stock issued at  $0.03125 per share on  acquisition of Netmeasure  Technology (Canada) Inc. | 4,885,000     |   | 4,885     |   | 147,771    |   | -             |   | -           |   | -           |   | 152,656    
|Accrued employee stock  awards                                                                     | -             |   | -         |   | -          |   | -             |   | 387,665     |   | -           |   | 387,665    
|Net loss for the year                                                                              | -             |   | -         |   | -          |   | -             |   | -           |   | (1,132,851) |   | (1,132,851)
|Balance, as at  December 31, 1999                                                                  | 15,194,800    |   | 15,195    |   | 1,383,090  |   | -             |   | 387,665     |   | (1,359,241) |   | 426,709    

See accompanying notes to the unaudited consolidated financial statements.

F-7

Cont'd.

NetMeasure Technology Inc.

|                                                              |               |   |           |   |            |   |               |   |             |   | Deficit     |   |            
|------------------------------------------------------------- | ------------- | - | --------- | - | ---------- | - | ------------- | - | ----------- | - | ----------- | - | -----------
|                                                              |               |   |           |   |            |   |               |   |             |   | Accumulated |   |            
|                                                              |               |   |           |   | Additional |   |               |   |             |   | During the  |   |            
|                                                              | Common Shares |   | Paid-in   |   | Share      |   | Accrued       |   | Development |   |            
|                                                              | Number        |   | Par Value |   | Capital    |   | Subscriptions |   | Employee    |   | Stage       |   | Total      
|Balance, as at  December 31, 1999 (forward)                   | 15,194,800    |   | 15,195    |   | 1,383,090  |   | -             |   | 387,665     |   | (1,359,241) |   | 426,709    
|Share subscriptions received                                  | -             |   | -         |   | -          |   | 600,000       |   | -           |   | -           |   | 600,000    
|Bonus shares to be issued  under convertible  promissory note | -             |   | -         |   | -          |   | 1,250         |   | -           |   | -           |   | 1,250      
|Accrued employee stock  awards                                | -             |   | -         |   | -          |   | -             |   | 411,962     |   | -           |   | 411,962    
|Shares issued under  employee stock award plan                | 190,001       |   | 190       |   | 237,311    |   | -             |   | (237,501)   |   | -           |   | -          
|Net loss for the year                                         | -             |   | -         |   | -          |   | -             |   | -           |   | (1,503,517) |   | (1,503,517)
|Balance, as at  December 31, 2000                             | 15,384,801    |   | 15,385    |   | 1,620,401  |   | 601,250       |   | 562,126     |   | (2,862,758) |   | (63,596)   
|Common stock issued for  cash at $0.025 per share             | 5,000,000     |   | 5,000     |   | 120,000    |   | -             |   | -           |   | -           |   | 125,000    
|Accrued employee stock  awards                                | -             |   | -         |   | -          |   | -             |   | (562,126)   |   | -           |   | (562,126)  
|Net loss for the year                                         | -             |   | -         |   | -          |   | -             |   | -           |   | (19,060)    |   | (19,060)   
|Balance, as at  December 31, 2001                             | 20,384,801    |   | 20,385    |   | 1,740,401  |   | 601,250       |   | -           |   | (2,881,818) |   | (519,782)  
|1 for 50 reverse stock split                                  | (19,977,105)  |   | (19,977)  |   | 19,997     |   | -             |   | -           |   | -           |   | -          
|Share subscriptions received                                  | -             |   | -         |   | -          |   | 13,000        |   | -           |   | -           |   | 13,000     
|Net loss for the year                                         | -             |   | -         |   | -          |   | -             |   | -           |   | (92,316)    |   | (92,316)   
|Balance, as at  December 31, 2002                             | 407,696       |   | 408       |   | 1,760,378  |   | 614,250       |   | -           |   | (2,974,134) |   | (599,098)  
|Net income for the period                                     | -             |   | -         |   | -          |   | -             |   | -           |   | 136,827     |   | 136,827    
|Balance, as at  June 30, 2003                                 | 407,696       | $ | 408       | $ | 1,760,378  | $ | 614,250       | $ | -           | $ | (2,837,307) | $ | (462,271)  

See accompanying notes to the unaudited consolidated financial statements.

F-8

NetMeasure Technology Inc. 
(A Development Stage Company) Notes to the Unaudited Consolidated Financial Statements(expressed in U.S. dollars)June 30, 2003

1. Interim Reporting

While the information presented in the accompanying interim three and six month financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. It is suggested that these financial statements be read in conjunction with the Company's December 31, 2002 annual financial statements included in the company's Annual Report on Form 10-KSB.

2.		Continuance of Operations

The financial statements have been prepared using generally accepted accounting principles in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. As at June 30, 2003, the Company has a working capital deficiency of $339,701, which is not sufficient to meet its planned business objective and ongoing operations for the next fiscal year. The Company has accumulated losses of $2,837,307 since its commencement. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.

3.		Discontinued Operations

On May 23, 2003, the Company disposed of its wholly-owned subsidiary NetMeasure Technology (Canada) Inc. for cash consideration of $1. Income related to NetMeasure Technology (Canada) Inc. have been disclosed for the period ended June 30, 2003.

The net gain on disposal is determined as follows:

|Proceeds on disposal of subsidiary  |  | $	1       
|----------------------------------- |  | ----------
|                                    |  |           
|Net asset deficiency of subsidiary: |  |           
|Accounts payable                    |  | (	107,834)
|Accrued liabilities                 |  | (	112,013)
|                                    |  |           
|                                    |  | (	219,847)
|                                    |  |           
|Net gain on disposal of subsidiary  |  | $		219,846

4.		Convertible promissory notes

During the six months ended June 30, 2003, the company obtained financing under a promissory note that is convertible into the company's common shares at a price of $0.10 per share. The promissory note is unsecured, bears interest at 10% per annum, and is repayable one year after their issuance.

F-9

5.		Capital stock

Share consolidation



On March 18, 2002, the Board of Directors authorized a 1 for 50 reverse stock split. Effective April 8, 2002, one new share of common stock was issued for each 50 shares of previously issued and outstanding common stock. All shares disclosed in these financial statements are expressed at the post-consolidation amounts.

Restricted securities

Of the 407,696 issued and outstanding shares, 117,700 shares are restricted securities as defined under the Securities Act of 1933 and in the future may be sold only in compliance with Rule 144 of the Act, pursuant to a registration statement filed under the Act, or other applicable exemptions from registration thereunder.

|Convertible promissory notes                                                                                                                                                                                                   |   | June 30,
2003 |   | December 31,
2002
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------- | - | -----------------
|Promissory note payable September 7, 2002 bearing interest at 10% per annum, unsecured and convertible into shares at $2.00 per share solely at the company's discretion at any time before maturity. This note is in default. | $ | 49,255        | $ | 49,255           
|Promissory notes payable October 4, 2002 bearing interest at 10% per annum, unsecured and convertible into shares at $1.50 per share solely at the company's discretion at any time before maturity. This note is in default.  |   | 24,461        |   | 24,461           
|Promissory notes payable May 31, 2003 bearing interest at 10% per annum, unsecured and convertible into shares at $0.25 per share solely at the company's discretion at any time before maturity. This note is in default.     |   | 28,654        |   | 28,654           
|Promissory notes payable March 18, 2004 bearing interest at 10% per annum, unsecured and convertible into shares at $0.10 per share solely at the company's discretion at any time before maturity                             |   | 10,000        |   | -                
|Promissory notes payable March 31, 2004 bearing interest at 10% per annum, unsecured and convertible into shares at $0.10 per share solely at the company's discretion at any time before maturity                             |   | 7,000         |   | -                
|Promissory notes payable June 18, 2004 bearing interest at 10% per annum, unsecured and convertible into shares at $0.10 per share solely at the company's discretion at any time before maturity                              |   | 3,200         |   | -                
|                                                                                                                                                                                                                               | $ | 122,570       | $ | 102,370          

5.		Capital stock

Share subscriptions

|                                                                                                                                                                                                                                    |  | June 30, 2003    |   | December 31, 2002
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | - | -----------------
|                                                                                                                                                                                                                                    |  | Number of Shares |   | Amount           
|Units issued at $100 per unit. Each unit consists of one common share and one share purchase warrant that entitled the unitholder to purchase a share of the Company's common stock for $125. The warrants expired on March 1, 2002 |  | 6,000            | $ | 600,000          
|Bonus shares issuable in connection with $75,000 promissory note                                                                                                                                                                    |  | 1,000            |   | 1,250            
|Shares to be issued for cash received in 2002                                                                                                                                                                                       |  | 130,000          |   | 13,000           
|                                                                                                                                                                                                                                    |  | 137,000          | $ | 614,250          

6.		Related Party transactions

The Company incurred the following charges with a director and a company controlled by a former director:

|                          | 2003      | 2002    
|------------------------- | --------- | --------
|Consulting fees           | $		13,210 | $		-    
|Bank charges and Interest | 1,432     | -       
|Management fees           | 12,000    | 22,525  
|                          |           |         
|                          | $	26,642  | $	22,525

These charges were measured by the exchange amount which is the amount agreed upon by the transacting parties and are on terms and conditions similar to non-related entities.

Included in accounts payables at June 30, 2003 is $105,052 (December 31, 2002:  $81,982) payable to a director of the company and a company controlled by a former director.

Included in accrued liabilities at June 30, 2003 is $6,876 (December 31, 2002: $Nil) in accrued interest payable to a former director of the Company.

Included in promissory notes payable at June 30, 2003 is $18,136 (December 31, 2002: $18,136) payable to a former officer of the Company.

F-10

PART I -- FINANCIAL INFORMATION

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS

Certain information in this report, including the following discussion, may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. The Company intends the disclosure in these sections and throughout this report on Form 10-QSB to be covered by the safe harbor provisions for forward-looking statements. All statements regarding the Company's expected financial position and operating results, its business strategy, its financing plans, and the outcome of any contingencies are forward-looking statements. These statements can sometimes by identified by the Company's use of words such as "may", "believe", "plan", "will", "anticipate", "estimate", "expect", "intend", and other phrases of similar meaning. Known and unknown risks, uncertainties and other factors could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous assumptions.

CHANGES IN FINANCIAL CONDITION

As of June 30, 2003, the Company had not undergone a significant change in its financial condition since December 31, 2002. As of December 31, 2002, the Company had total assets, which consisted of cash only, in the amount of $5,481 and as of June 30, 2003, it had total assets, which consisted of cashonly, in the amount of $2,521.

The Company will need to raise approximately $100,000 USD to finance its operations for the next twelve month period. The Company currently does not have any particular prospects or plans to raise such capital. There are no guarantees that such financing can be achieved at this time. The Company has not entered into discussions with any particular funding source regarding such fundraising.

Balance Sheet Data:

|                             |   | June 30, 2003 |  | December 31, 2002
|---------------------------- | - | ------------- |  | -----------------
|Cash                         | $ | 2,521         |  | 5,481            
|Total assets                 | $ | 2,521         |  | 5,481            
|Accounts payable             | $ | 148,033       |  | 239,677          
|Accrued liabilities          | $ | 83,553        |  | 151,896          
|Promissory notes             | $ | 110,636       |  | 110,636          
|Convertible promissory notes | $ | 122,570       |  | 102,370          
|Total stockholders' equity   | $ | (462,271)     |  | (599,098)        

RESULTS OF OPERATIONS

Revenues

The Company earned no revenues for the three month period ended June 30, 2003, and earned no revenues during the same period from the previous year. The Company has no operations since August 2001.

Expenses

Statement of Operations Data:

|                                           | THREE MONTH PERIOD ENDED JUNE 30, 2003 | THREE MONTH PERIODENDED JUNE 30, 2002
|------------------------------------------ | -------------------------------------- | -------------------------------------
|Net Sales                                  | 0                                      | 0                                    
|Loss from operations                       | 39,770                                 | 29,196                               
|Net Income (loss)                          | 165,636                                | (29,196)                             
|Net Income (loss) per common share         | 0.41                                   | (0.07)                               
|Weighted average common shares outstanding | 407,696                                | 407,696                              

3

During the three months ended June 30, 2003 and 2002, we incurred operating expenses of $39,770 and $29,196, respectively. The following table provides a breakdown of operating expenses by category.

General Operating Expenses

|                             | THREE MONTH PERIOD ENDED JUNE 30, 2003 | THREE MONTH PERIOD ENDED JUNE 30, 2002
|---------------------------- | -------------------------------------- | --------------------------------------
|Bank charges and interest    | 8,772                                  | 3,279                                 
|Consulting fees              | 15,250                                 | 0                                     
|Computer & office supplies   | 249                                    | 264                                   
|Salaries and benefits        | 12,000                                 | 4,786                                 
|Travel                       | 449                                    | 0                                     
|Professional fees            | 2,752                                  | 20,867                                
|Advertising and promotion    | 323                                    | 0                                     
|Communication                | 3,175                                  | 0                                     
|Forgiveness of debt          | (3,200)                                | (66,500)                              
|Write-down of capital assets | 0                                      | 66,500                                
|TOTAL                        | 39,770                                 | 29,196                                

Administrative expenses have increased during the first three and six months of 2003, compared to the same periods in 2002. This is primarily due to the fact that the Company has not had sustained operations since August 2001 and has been undertaking only those activities that are necessary to keep the Company in good standing while management seeks acquisition opportunities. We continue seeking acquisition opportunities, and we anticipate our general operating expenses will increase due to additional travel and possible consulting fees and professional fees.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2003 we had cash of $2,521 and a working capital deficit of 339,701, compared to cash of $5,481and a working capital deficit of $496,728 at December 2002.

Funds used in operations for the six month period ended June 30, 2003 were $23,160,compared to funds used in operations of $27,303 for the six month period ended June 30, 2002.

Since inception, we have financed operations primarily through sales of equity securities, promissory notes and shareholder loans and have raised a total of $2,078,137 with$20,200 raised for the six month period ended June 30, 2003.

Our current operating cash expenditures are expected to be approximately $10,000per month.

We will be required to raise additional funds to finance our current overhead requirements through the next twelve months. Our principal source of capital has been equity financing from investors and our founders. Meeting our future financing requirements is dependent on access to equity and debt capital markets. We may not be able to raise additional equity when required or on favorable terms that are not diluting to existing shareholders or obtain loans that have terms and conditions that the Company can perform under.

FINANCING ACTIVITIES

In the six months ended June 30, 2003, we were able to raise $20,200 in convertible promissory notes for the on going funding of the company. We were also able to dispose of the Canadian subsidiary of the company to a unrelated, non-connected third party, which resulted in the removal of the obligation for $219,846 of trade payables from the consolidated entity.

4

REPORT OF MANAGEMENT'S RESPONSIBILITY

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Within 90 days prior to the date of this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003.

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

Prior to the filing date of this quarterly report, the Company had not adopted a complete set of written policies, controls and procedures. The Company is now developing such written document and expects that in the process of such undertaking it will discover internal control policies and practices that the Company should implement and follow that are not part of its current practice.

PART II - OTHER INFORMATION

ITEM 1. 	LEGAL PROCEEDINGS

Not Applicable.

ITEM 2.	CHANGES IN SECURITIES

Not Applicable.

ITEM 3.	DEFAULT UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. 	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

ITEM 5.	OTHER INFORMATION

Not Applicable.

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K

1. Exhibit Index. The following exhibits are filed with or incorporated by reference into this quarterly report:

5

> Exhibit

> No.

> 2(a)	Corporate Charter of Powertech, Inc.	*

> 2(a)(1)	Articles of Amendment of Articles of Incorporation	*

> 2(b)	By-Laws of Powertech, Inc.	*

> 6(b)	Non- Competition Agreement dated February 12, 1999 between Randy	*

> Voldeng and NETSentry Technology Inc.	*

> 6(e)	Assignment Agreement dated December 23, 1998 between Dragos Ruiu	*

> and Dragostech.com Inc. and NETSentry Technology Inc.

> 6(g)	Asset Purchase and Sale Agreement made August 1998 between	*

> Dragostech.com Inc. and NETSentry Technology Inc.

> *	Incorporated by reference to the same exhibit number in the Registrant's Form 10-SB, as amended, File Number 0-27675.

> 6

> (b)	Reports on Form 8-K. None.

### SIGNATURES

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



|Date: September 24, 2003 | By:/s/ Peter LaipnieksName:	Peter LaipnieksTitle:	President
|------------------------ | -----------------------------------------------------------



7