U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

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

EXCHANGE ACT OF 1934

For the quarterly period ended:	September 30, 2003

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-17232

NETMEASURE TECHNOLOGY INC.

(Exact name of small business issuer as specified in its charter)



|NEVADA                                                         | 86-0914695                       
|-------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of
incorporation or organization) | (IRS Employer
Identification No.)

12a-1950 Government Street

Vancouver, 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 November 18, 2003

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

1

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 September 30, 2003 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.

























NetMeasure Technology Inc.

Private Company Limited

Consolidated

Financial Statements -

Unaudited

(expressed in U.S. dollars)

December 31, 19X2September 30, 2003



Contents

















Page

Consolidated Balance Sheet - Unaudited	1

Consolidated Statement of Operations - Unaudited	2

Consolidated Statement of Cash Flows - Unaudited	4

Consolidated Statement of Stockholders' Equity (Deficiency)	6

Notes to the Unaudited Consolidated Financial Statements	8

NetMeasure Technology Inc.

(A Development Stage Company)

Consolidated Balance Sheet - Unaudited

(expressed in U.S. dollars)

December 31	September 30	December 31

2003	2002

|Current Asset                                    |   | (unaudited) |   | (audited)  
|------------------------------------------------ | - | ----------- | - | -----------
|                                                 |   |             |   |            
|Cash                                             | $ | 5,447       | $ | 5,481      
|                                                 |   |             |   |            
|                                                 |   |             |   |            
|                                                 |   |             |   |            
|                                                 |   |             |   |            
|Liabilities                                      |   |             |   |            
|Current                                          |   |             |   |            
|Accounts payable (Note 6)                        | $ | 192,052     | $ | 239,677    
|Accrued Liabilities (Note 6)                     |   | 77,342      |   | 151,896    
|Due to related party (Note 6)                    |   | 5,000       |   | -          
|Promissory Notes (Note 6)                        |   | 110,636     |   | 110,636    
|                                                 |   |             |   |            
|                                                 |   | 385,030     |   | 502,209    
|Convertible promissory notes (Note 4)            |   | 122,570     |   | 102,370    
|                                                 |   |             |   |            
|                                                 |   | 507,600     |   | 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 |   | (2,877,189) |   | (2,974,134)
|                                                 |   |             |   |            
|                                                 |   | (502,153)   |   | (599,098)  
|                                                 |   |             |   |            
|                                                 | $ | 5,447       | $ | 5,481      
|                                                 |   |             |   |            

Continuance of Operations (Note 2)











NetMeasure Technology Inc.

(A Development Stage Company)

Consolidated Statement of Operations - Unaudited

(expressed in U.S. dollars)

For the	For the	For the	For the	For the

Period from	Three Months	Three Months	Nine Months	Nine Months

Inception to	Ended	Ended	Ended	Ended

September 30	September 30	September 30	September 30	September 30

2003	2003	2002	2003	2002

|                      |   |           |   |   |   |   |   |   |   |  
|--------------------- | - | --------- | - | - | - | - | - | - | - | -
|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) |   | - |   | - |   | - |   | -





























. . .Cont'd.

NetMeasure Technology Inc.

(A Development Stage Company)

Consolidated Statement of Operations - Unaudited

(expressed in U.S. dollars)

For the	For the	For the	For the	For the

Period from	Three Months	Three Months	Nine Months	Nine Months

Inception to	Ended	Ended	Ended	Ended

September 30	September 30	September 30	September 30	September 30

2003	2003	2002	2003	2002

|                                              |   |             |   |          |   |         |   |           |   |         
|--------------------------------------------- | - | ----------- | - | -------- | - | ------- | - | --------- | - | --------
|General and administrative                    |   |             |   |          |   |         |   |           |   |         
|Advertising and promotion                     |   | 2,519       |   | -        |   | -       |   | 323       |   | -       
|Bad debts                                     |   | 25,681      |   | -        |   | -       |   | -         |   | -       
|Bank charges and interest - Note 6            |   | 65,306      |   | 6,120    |   | 3,279   |   | 17,964    |   | 9,824   
|Communication                                 |   | 50,031      |   | 1,139    |   | -       |   | 4,314     |   | -       
|Computer and office supplies                  |   | 109,913     |   | -        |   | -       |   | 249       |   | 1,823   
|Consulting fees - Note 6                      |   | 359,917     |   | 29,000   |   | -       |   | 71,210    |   | -       
|Depreciation and amortization                 |   | 252,483     |   | -        |   | -       |   | -         |   | -       
|Employee relocation                           |   | 9,080       |   | -        |   | -       |   | -         |   | -       
|Forgiveness of Debt                           |   | (69,700)    |   | -        |   | (3,575) |   | (3,200)   |   | (66,500)
|Loss on disposition of capital assets         |   | 40,318      |   | -        |   | -       |   | -         |   | -       
|Professional fees                             |   | 345,870     |   | 3,612    |   | -       |   | 16,536    |   | 31,274  
|Rent                                          |   | 107,165     |   | -        |   | -       |   | -         |   | -       
|Salaries and benefits                         |   | 233,245     |   | -        |   | 3,210   |   | -         |   | 25,735  
|Stock award compensation                      |   | 237,501     |   | -        |   | -       |   | -         |   | -       
|Technical advisory board                      |   | 9,932       |   | -        |   | -       |   | -         |   | -       
|Travel                                        |   | 23,081      |   | -        |   | -       |   | 1,054     |   | -       
|Write-down of capital assets and goodwill     |   | 140,858     |   | -        |   | -       |   | -         |   | -       
|Write-off of deferred acquisition costs       |   | 66,500      |   | -        |   | -       |   | -         |   | 66,500  
|                                              |   | (2,009,700) |   | (39,871) |   | (2,914) |   | (108,450) |   | (68,656)
|Gain on Disposal of Subsidiary                |   | 219,846     |   | -        |   | -       |   | 219,846   |   | -       
|Interest income                               |   | 22,156      |   | -        |   | -       |   | -         |   | -       
|Foreign exchange loss                         |   | (14,451)    |   | (11)     |   | -       |   | (14,451)  |   | -       
|                                              |   |             |   |          |   |         |   |           |   |         
|Net (loss) Income                             | $ | (2,877,189) | $ | (39,882) | $ | (2,914) | $ | 96,945    | $ | (68,656)
|Weighted average number of shares outstanding |   |             |   | 407,696  |   | 414,230 |   | 407,696   |   | 414,230 
|Income (loss) per share - basic and diluted   |   |             | $ | (0.10)   | $ | (0.01)  | $ | 0.24      | $ | (0.17)  
|                                              |   |             |   |          |   |         |   |           |   |         
|                                              |   |             |   |          |   |         |   |           |   |         

NetMeasure Technology Inc.

(A Development Stage Company)

Consolidated Statement of Cash Flows - Unaudited

(expressed in U.S. dollars)

For the	For the	For the

Period from	Nine Months	Nine Months

Inception to	Ended	Ended

September 30	September 30	September 30

2003	2003	2002

|                                                                 |   |             |   |           |   |         
|---------------------------------------------------------------- | - | ----------- | - | --------- | - | --------
|Cash derived from (applied to)                                   |   |             |   |           |   |         
|Operating                                                        |   |             |   |           |   |         
|Net (loss) income                                                | $ | (2,877,189) | $ | 96,945    | $ | (68,656)
|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      |   | -         |   | 9,754   
|Accounts payable and accruals                                    |   | 454,549     |   | 100,867   |   | 19,485  
|                                                                 |   | (1,825,821) |   | (25,234)  |   | (37,783)
|Financing                                                        |   |             |   |           |   |         
|Due to related party                                             |   | 5,000       |   | 5,000     |   | -       
|Promissory notes                                                 |   | 299,706     |   | 20,200    |   | 95,153  
|Shares issued for cash                                           |   | 1,258,691   |   | -         |   | -       
|Share subscriptions received                                     |   | 613,000     |   | -         |   | 9,500   
|Cash assumed on acquisition of subsidiary                        |   | 34,113      |   | -         |   | -       
|Payment of promissory notes payable by
subsidiary company        |   | (127,373)   |   | -         |   | -       
|                                                                 |   | 2,083,137   |   | 25,200    |   | 104,653 
|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 (decrease) in cash                                  |   | 5,447       |   | (34)      |   | 370     
|Cash                                                             |   |             |   |           |   |         
|Beginning of period                                              |   | -           |   | 5,481     |   | 1,627   
|End of period                                                    | $ | 5,447       | $ | 5,447     | $ | 1,997   
|Supplemental disclosure of cash flow information:                |   |             |   |           |   |         
|Cash paid for:                                                   |   |             |   |           |   |         
|Interest                                                         | $ | -           | $ | -         | $ | -       
|Income taxes                                                     | $ | -           | $ | -         | $ | -       
|                                                                 |   |             |   |           |   |         
|                                                                 |   |             |   |           |   |         

Continued.

NetMeasure Technology Inc.

(A Development Stage Company)

Consolidated Statement of Cash Flows - Unaudited

(expressed in U.S. dollars)

For the	For the	For the

Period from	Nine Months	Nine Months

Inception to	Ended	Ended

September 30	September 30	September 30

2003	2003	2002

|                                          |   |         |   |   |   |      
|----------------------------------------- | - | ------- | - | - | - | -----
|                                          |   |         |   |   |   |      
|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 | $ | - | $ | -    
|                                          |   |         |   |   |   |      

NetMeasure Technology Inc.

(A Development Stage Company)

Consolidated Statement of Stockholders' Equity (Deficiency) - Unaudited

From the Date of Incorporation to September 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    















. . . Cont'd.

NetMeasure Technology Inc.

(A Development Stage Company)

Consolidated Statement of Stockholders' Equity (Deficiency) - Unaudited

From the Date of Incorporation to September 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      
|Balance, as at
December 31, 1999 (forwrd)                   | 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                                   | -             |   | -         |   | -          |   | -             |   | -           |   | 96,945      |   | 96,945     
|Balance, as at
September 30, 2003                           | 407,696       | $ | 408       | $ | 1,760,378  | $ | 614,250       | $ | -           | $ | (2,877,189) | $ | (502,153)  

NetMeasure Technology Inc.

(A Development Stage Company)

Notes to the Unaudited Consolidated Financial Statements

(expressed in U.S. dollars)

September 30, 2003

1.	Interim Reporting

While the information presented in the accompanying interim three and nine 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 September 30, 2003, the Company has a working capital deficiency of $379,583, which is not sufficient to meet its planned business objective and ongoing operations for the next fiscal year. The Company has accumulated losses of $2,877,189 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 and expenses related to NetMeasure Technology (Canada) Inc. has been included to the date of disposition.

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 nine months ended September 30, 2003, the Company obtained an additional $20,200 of financing under convertible promissory notes that are convertible into the Company's common shares at a price of $0.10 per share. These promissory notes are unsecured, bears interest at 10% per annum, and are repayable one year after their issuance.



5.		Capital stock

Share consolidation

On March 18, 2002, the Board of Directors of the Company 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                                                                                                                                                                                                   |   | September 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 September 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

|                                                                                                                                                                                                                                    |  | September 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          

Commitment

Pursuant to a fee agreement with an officer of the Company, the Company will issue 450,000 common shares at a price of $0.05 per share to settle the first three months of fees payable totalling $22,500. As at September 30, 2003 this amount is included in accounts payable and the shares have not been issued. The fee agreement requires a monthly fee of $7,500 for consulting services to be paid until March 31, 2004.



6.		Related Party transactions (Note 5)

During the nine months ended September 30, 2003 and 2002, the Company incurred the following charges with a director of the Company and a company controlled by a former director of the Company:

|                | 2003     | 2002    
|--------------- | -------- | --------
|Consulting fees | $	48,210 | $	-     
|Interest        | 1,432    | -       
|Management fees | -        | 22,525  
|                |          |         
|                | $	49,642 | $	22,525
|                |          |         

These charges were measured by the exchange amount which is the amount agreed upon by the transacting parties.



6.		Related Party transactions - (cont'd.)

Included in accounts payables at September 30, 2003 is $128,052 (December 31, 2002:  $81,982) payable to a director of the Company and a company controlled by a former director of the Company.

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

Included in due to related party at September 30, 2003 is $5,000 (December 31, 2002:  $Nil)) payable to a director of the Company. The amount is unsecured, non-interest bearing and has no specific terms for repayment.

Included in promissory notes payable at September 30, 2003 is $18,136 (December 31, 2002: $18,136) payable to a former officer of the Company. The amounts are secured by a fixed and floating charge over the Company's assets, bearing interest at 15% per annum and are due on demand.









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 September 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 September 30, 2003, it had total assets, which consisted of cashonly, in the amount of $5,447.

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:

|                             |   | September 30, 2003 |  | December 31, 2002
|---------------------------- | - | ------------------ |  | -----------------
|Cash                         | $ | 5,447              |  | 5,481            
|Total assets                 | $ | 5,447              |  | 5,481            
|Accounts payable             | $ | 192,052            |  | 239,677          
|Accrued liabilities          | $ | 77,342             |  | 151,896          
|Due to related party         | $ | 5,000              |  | -                
|Promissory notes             | $ | 110,636            |  | 110,636          
|Convertible promissory notes | $ | 122,570            |  | 102,370          
|Total stockholders' equity   | $ | (502,153)          |  | (599,098)        
|                             |   |                    |  |                  

RESULTS OF OPERATIONS

Revenues

The Company earned no revenues for the three month period ended September 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 SEPTEMBER 30, 2003 | THREE MONTH PERIOD
ENDED SEPTEMBER 30, 2002
|------------------------------------------ | ------------------------------------------- | -------------------------------------------
|Net Sales                                  | 0                                           | 0                                          
|Loss from operations                       | 39,871                                      | 2,914                                      
|Net Income (loss)                          | 39,882                                      | (2,914)                                    
|Net Income (loss) per common share         | (0.10)                                      | (0.01)                                     
|Weighted average common shares outstanding | 407,696                                     | 407,696                                    



During the three months ended September 30, 2003 and 2002, we incurred operating expenses of $39,871 and $2,914, respectively. The following table provides a breakdown of operating expenses by category.

General Operating Expenses

|                             | THREE MONTH PERIOD ENDED SEPTEMBER 30, 2003 | THREE MONTH PERIOD ENDED SEPTEMBER 30, 2002
|---------------------------- | ------------------------------------------- | -------------------------------------------
|Bank charges and interest    | 6,120                                       | 3,279                                      
|Consulting fees              | 29,000                                      | 0                                          
|Computer & office supplies   | 0                                           | 0                                          
|Salaries and benefits        | 0                                           | 3,210                                      
|Travel                       | 0                                           | 0                                          
|Professional fees            | 3,612                                       | 0                                          
|Advertising and promotion    | 0                                           | 0                                          
|Communication                | 1,139                                       | 0                                          
|Forgiveness of debt          | 0                                           | (3,575)                                    
|Write-down of capital assets | 0                                           | 0                                          
|TOTAL                        | 39,871                                      | 2,914                                      

Administrative expenses have increased during the first three, six, and nine 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 September 30, 2003 we had cash of $5,447 and a working capital deficit of 379,583, compared to cash of $5,481and a working capital deficit of $496,728 at December 2002.

Funds used in operations for the nine month period ended September 30, 2003 were $25,234,compared to funds used in operations of $37,783 for the nine month period ended September 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 $2,083,137 with$25,200 raised for the nine month period ended September 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 nine months ended September 30, 2003, we were able to raise $20,200 in convertible promissory notes and borrowed $5,000 from a related party 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.

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 September 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:

> 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.

> 31	Rule 13a - 14(a)/15d-14(a) Certification Filed herewith

32	Section 1350 Certification 						Filed herewith

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

> (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: November 19, 2003		By:/s/ PETER LAIPNIEKS

Name:	Peter Laipnieks

Title:	President