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:

March 31, 2005



[    ]  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.)



118 Howe St.

Victoria, BC

V8V 4K4



(Address of principal executive offices)



(250) 384 2077

(Issuers telephone number)



1715 Government Street

Victoria, B.C.  V8W 1Z4

(250) 386-5501



(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:



The number of shares outstanding of the issuer's common stock, as of March 31, 2005 was 5,349,921 shares of common stock, $0.001 par value, which does not include 15,810 shares which were cancelled and returned to treasury December 21, 2004.



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 period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.  For further information refer to the consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-KSB for the year ended December 31, 2004 filed with filed with the Securities and Exchange Commission on April 14, 2005.



|                                        | Page   
|--------------------------------------- | -------
|                                        |        
|Unaudited Financial Statements          | 3      
|                                        |        
|Balance Sheet                           | 4      
|                                        |        
|Statements of Operations                | 5      
|                                        |        
|Statements of Cash Flows                | 6  7  
|                                        |        
|Statements of Stockholders Deficit     | 8  10 
|                                        |        
|Notes to Unaudited Financial Statements | 11 - 13



2





















NETMEASURE TECHNOLOGY INC.

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2005

(Stated in US Dollars)

(Unaudited)

SEE ACCOMPANYING NOTES

3



NETMEASURE TECHNOLOGY INC.

(A Development Stage Company)

INTERIM BALANCE SHEETS

March 31, 2005 and December 31, 2004

(Stated in US Dollars)

(Unaudited)





|                                                  | March 31,                              | December 31,
|------------------------------------------------- | -------------------------------------- | ------------
|ASSETS                                            | 2005                                   | 2004        
|                                                  |                                        |             
|Current                                           |                                        |             
|Cash                                              | $
2,428                                | $
4,469     
|                                                  |                                        |             
|LIABILITIES                                      
|                                                  |                                        |             
|Current                                           |                                        |             
|Accounts payable and accrued liabilities  Note 5 | $
260,725                              | $
236,639   
|Due to related party  Note 5                     | 45,077                                 | 37,077      
|Convertible promissory notes  Note 3             | 31,883                                 | 31,883      
|                                                  |                                        |             
|                                                  | 337,685                                | 305,599     
|                                                  |                                        |             
|STOCKHOLDERS' DEFICIENCY                         
|                                                  |                                        |             
|Capital stock  Note 4                            |                                        |             
|Authorized:                                       |                                        |             
|100,000,000                                       | common shares at $0.001 par value      |             
|Issued:                                           |                                        |             
|5,334,051                                         | shares (December 31, 2004:  5,334,051) | 5,334       
|Additional paid-in capital                        | 2,773,859                              | 2,773,859   
|Deficit accumulated during the development stage  | (3,114,450)                            | (3,080,323) 
|                                                  |                                        |             
|                                                  | (335,257)                              | (301,130)   
|                                                  |                                        |             
|                                                  | $
2,428                                | $
4,469     
|                                                  |                                        |             







SEE ACCOMPANYING NOTES

4



NETMEASURE TECHNOLOGY INC.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

for the three month period ended March 31, 2005 and 2004

and for the period from May 4, 1998 (Date of Inception) to March 31, 2005

(Stated in US Dollars)

(Unaudited)





|                                              |                              |            | For the period
|--------------------------------------------- | ---------------------------- | ---------- | --------------
|                                              |                              |            | from May 4,   
|                                              |                              |            | 1998 (Date of 
|                                              |                              |            | Inception) to 
|                                              | Three months ended March 31, | March 31, 
|                                              | 2005                         | 2004       | 2005          
|                                              |                              |            |               
|General and administrative                    |                              |            |               
|Advertising                                   | $
-                          | $
71       | $
472         
|Computer and office supplies  Note 5         | 551                          | 44         | 33,972        
|Consulting fees  Note 5                      | 19,500                       | 22,500     | 405,343       
|Interest and bank charges                     | 440                          | 7,076      | 49,722        
|Professional fees                             | 9,148                        | 3,640      | 125,426       
|Rent  Note 5                                 | 1,955                        | 2,104      | 13,355        
|Transfer agent fees                           | 1,607                        | 2,339      | 15,465        
|Travel                                        | 926                          | 1,701      | 12,694        
|                                              |                              |            |               
|Loss before other items                       | (34,127)                     | (39,475)   | (656,449)     
|                                              |                              |            |               
|Other items:                                  |                              |            |               
|Foreign exchange gain                         | -                            | -          | (10,618)      
|Forgiveness of debt                           | -                            | -          | 69,700        
|Interest income                               | -                            | -          | 49            
|Write-off of deferred acquisition costs       | -                            | -          | (66,500)      
|                                              |                              |            |               
|Loss from continuing operations               | (34,127)                     | (39,745)   | (663,818)     
|                                              |                              |            |               
|Loss from discontinued operations             | -                            | -          | (2,450,632)   
|                                              |                              |            |               
|Net loss for the period                       | $
(34,127)                   | $
(39,745) | $
(3,114,450) 
|                                              |                              |            |               
|Basic and diluted loss per share              |                              |            |               
|Loss from continuing operations               | $
(0.00)                     | $
(0.08)   |               
|                                              |                              |            |               
|Loss from discontinued continuing operations  | $
-                          | $
-        |               
|                                              |                              |            |               
|Loss for the period                           | $
(0.00)                     | $
(0.08)   |               
|                                              |                              |            |               
|Weighted average number of shares outstanding | 5,334,051                    | 522,531    |               





SEE ACCOMPANYING NOTES

5



NETMEASURE TECHNOLOGY INC.

(A Development Stage Company)

INTERIM STATEMENTS CASH FLOWS

for the three month period ended March 31, 2005 and 2004

and for the period from May 4, 1998 (Date of Inception) to March 31, 2005

(Stated in US Dollars)

(Unaudited)





|                                                               |                              |            | For the period
|-------------------------------------------------------------- | ---------------------------- | ---------- | --------------
|                                                               |                              |            | from May 4,   
|                                                               |                              |            | 1998 (Date of 
|                                                               |                              |            | Inception) to 
|                                                               | Three months ended March 31, | March 31, 
|                                                               | 2005                         | 2004       | 2005          
|                                                               |                              |            |               
|Operating activities                                           |                              |            |               
|Net loss for the year                                          | $
(34,127)                   | $
(39,475) | $
(663,818)   
|Foreign exchange                                               | -                            | -          | 8,176         
|Write off of deferred acquisition costs                        | -                            | -          | 66,500        
|Forgiveness of debt                                            | -                            | -          | (69,700)      
|Interest on promissory note, payable in shares                 | -                            | -          | 1,250         
|Changes in non-cash operating working capital                  |                              |            |               
|Accounts payable and accrued liabilities                       | 24,086                       | 33,748     | (113,638)     
|                                                               |                              |            |               
|Cash used in operating activities                              | (10,041)                     | (5,727)    | (771,230)     
|                                                               |                              |            |               
|Investing Activities                                           |                              |            |               
|Deferred acquisition costs                                     | -                            | -          | (66,500)      
|Advances to company controlled by a
shareholder of the Company | -                            | -          | (17,208)      
|Advances to discontinued operations of disposed
subsidiaries   | -                            | -          | (1,235,235)   
|                                                               |                              |            |               
|Cash used in investing activities                              | -                            | -          | (1,318,943)   
|                                                               |                              |            |               
|Financing Activities                                           |                              |            |               
|Advances from related party                                    | 8,000                        | 5,000      | 45,077        
|Promissory notes                                               | -                            | -          | 303,206       
|Shares issued for cash                                         | -                            | -          | 1,871,691     
|Payment of promissory notes payable by
subsidiary company      | -                            | -          | (127,373)     
|                                                               |                              |            |               
|Cash provided by financing activities                          | 8,000                        | 5,000      | 2,092,601     
|                                                               |                              |            |               



/Contd.

SEE ACCOMPANYING NOTES

6





NETMEASURE TECHNOLOGY INC.Continued

(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

for the three month period ended March 31, 2005 and 2004

and for the period from May 4, 1998 (Date of Inception) to March 31, 2005

(Stated in US Dollars)

(Unaudited)





|                                                       |                              |           | For the period
|------------------------------------------------------ | ---------------------------- | --------- | --------------
|                                                       |                              |           | from May 4,   
|                                                       |                              |           | 1998 (Date of 
|                                                       |                              |           | Inception) to 
|                                                       | Three months ended March 31, | March 31,
|                                                       | 2005                         | 2004      | 2005          
|                                                       |                              |           |               
|Increase (decrease) in cash from continuing
operations | (2,041)                      | (727)     | 2,428         
|                                                       |                              |           |               
|Increase (decrease) in cash during the period          | (2,041)                      | (727)     | 2,428         
|                                                       |                              |           |               
|Cash, beginning of period                              | 4,469                        | 2,163     | -             
|                                                       |                              |           |               
|Cash, end of period                                    | $
2,428                      | $
1,436   | $
2,428       
|                                                       |                              |           |               
|Supplementary disclosure of cash flow
information:     |                              |           |               
|Cash paid for:                                         |                              |           |               
|Interest                                               | $
-                          | $
-       | $
-           
|                                                       |                              |           |               
|Income taxes                                           | $
-                          | $
-       | $
-           
|                                                       |                              |           |               
|                                                       |                              |           |               
|Non-cash items not included in cash flows:             |                              |           |               
|Stock award compensation expense                       | $
-                          | $
-       | $
237,501     
|Shares issued under stock awards plan                  | $
-                          | $
-       | $
339,501     
|Shares issued for services                             | $
-                          | $
-       | $
113,188     
|Shares issued to acquire subsidiary                    | $
-                          | $
-       | $
152,656     
|Shares issued to settle debts                          | $
-                          | $
614,250 | $
302,262     



SEE ACCOMPANYING NOTES

7



NETMEASURE TECHNOLOGY INC.

(A Development Stage Company)

INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

for the period from the May 4, 1998 (Date of Inception) to March 31, 2005

(Stated in US Dollars)

(Unaudited)





|                                                                                             |               |           |            |               |             | Deficit     |            
|-------------------------------------------------------------------------------------------- | ------------- | --------- | ---------- | ------------- | ----------- | ----------- | -----------
|                                                                                             |               |           |            |               | Accrued     | Accumulated |            
|                                                                                             |               |           | Additional |               | Employee    | During the  |            
|                                                                                             | Common Shares | Paid-in   | Share      | Stock         | Development |            
|                                                                                             | Number        | Par Value | Capital    | Subscriptions | Award       | Stage       | Total      
|Common stock issued to officers for
services rendered                                        | 20,000        | $
20      | $
980      | $
-           | $
-         | $
-         | $
1,000    
|Common stock issued by offering at
$1.56 per share                                           | 99,000        | 99        | 154,589    | -             | -           | -           | 154,688    
|Common stock issued by offering at
$1.56  per share for services rendered                    | 71,000        | 71        | 110,867    | -             | -           | -           | 110,938    
|Net loss for the period from inception to
December 31, 1998                                  | -             | -         | -          | -             | -           | (226,390)   | (226,390)  
|                                                                                             |               |           |            |               |             |             |            
|Balance, December 31, 1998                                                                   | 190,000       | 190       | 266,436    | -             | -           | (226,390)   | 40,236     
|Common stock issued for cash, net of
issue costs of $33,247                                  | 16,196        | 16        | 978,987    | -             | -           | -           | 979,003    
|Common stock issued at $1.56 per
share on acquisition of NetMeasure
Technology (Canada) Inc. | 97,700        | 98        | 152,558    | -             | -           | -           | 152,656    
|Accrued employee stock awards                                                                | -             | -         | -          | -             | 387,665     | -           | 387,665    
|Net loss for the year ended
December 31, 1999                                                | -             | -         | -          | -             | -           | (1,132,851) | (1,132,851)
|                                                                                             |               |           |            |               |             |             |            
|Balance, December 31, 1999                                                                   | 303,896       | 304       | 1,397,981  | -             | 387,665     | (1,359,241) | 426,709    





/Contd.

SEE ACCOMPANYING NOTES

8







NETMEASURE TECHNOLOGY INC.Continued

(A Development Stage Company)

INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

for the period from the May 4, 1998 (Date of Inception) to March 31, 2005

(Stated in US Dollars)

(Unaudited)



|                                                            |               |           |            |               |             | Deficit     |            
|----------------------------------------------------------- | ------------- | --------- | ---------- | ------------- | ----------- | ----------- | -----------
|                                                            |               |           |            |               | Accrued     | Accumulated |            
|                                                            |               |           | Additional |               | Employee    | During the  |            
|                                                            | Common Shares | Paid-in   | Share      | Stock         | Development |            
|                                                            | Number        | Par Value | Capital    | Subscriptions | Award       | Stage       | Total      
|                                                            |               |           |            |               |             |             |            
|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               | 3,800         | 4         | 237,497    | -             | (237,501)   | -           | -          
|Net loss for the year ended
December 31, 2000               | -             | -         | -          | -             | -           | (1,503,517) | (1,503,517)
|                                                            |               |           |            |               |             |             |            
|Balance, December 31, 2000                                  | 307,696       | 308       | 1,635,478  | 601,250       | 562,126     | (2,862,758) | (63,596)   
|Common stock issued for cash at $1.25
per share             | 100,000       | 100       | 124,900    | -             | -           | -           | 125,000    
|Accrued employee stock awards                               | -             | -         | -          | -             | (562,126)   | -           | (562,126)  
|Net loss for the year ended
December 31, 2001               | -             | -         | -          | -             | -           | (19,060)    | (19,060)   
|                                                            |               |           |            |               |             |             |            
|Balance, December 31, 2001                                  | 407,696       | 408       | 1,760,378  | 601,250       | -           | (2,881,818) | (519,782)  
|Share subscriptions received                                | -             | -         | -          | 13,000        | -           | -           | 13,000     
|Net loss for the year ended
December 31, 2002               | -             | -         | -          | -             | -           | (92,316)    | (92,316)   
|                                                            |               |           |            |               |             |             |            
|Balance, December 31, 2002                                  | 407,696       | 408       | 1,760,378  | 614,250       | -           | (2,974,134) | (599,098)  

/Contd.



SEE ACCOMPANYING NOTES

9





NETMEASURE TECHNOLOGY INC.Continued

(A Development Stage Company)

INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

for the period from the May 4, 1998 (Date of Inception) to March 31, 2005

(Stated in US Dollars)

(Unaudited)





|                                                |               |           |             |               |             | Deficit       |            
|----------------------------------------------- | ------------- | --------- | ----------- | ------------- | ----------- | ------------- | -----------
|                                                |               |           |             |               | Accrued     | Accumulated   |            
|                                                |               |           | Additional  |               | Employee    | During the    |            
|                                                | Common Shares | Paid-in   | Share       | Stock         | Development |              
|                                                | Number        | Par Value | Capital     | Subscriptions | Award       | Stage         | Total      
|                                                |               |           |             |               |             |               |            
|Net income for the year ended
December 31, 2003 | -             | -         | -           | -             | -           | 31,054        | 31,054     
|                                                |               |           |             |               |             |               |            
|Balance, December 31, 2003                      | 407,696       | 408       | 1,760,378   | 614,250       | -           | (2,943,080)   | (568,044)  
|Common stock issued                             | 137,500       | 138       | 614,112     | (614,250)     | -           | -             | -          
|Pursuant to debt settlement agreements          | 4,788,855     | 4,788     | 399,369     | -             | -           | -             | 404,157    
|Net loss for the year ended
December 31, 2004   | -             | -         | -           | -             | -           | (137,243)     | (137,243)  
|                                                |               |           |             |               |             |               |            
|Balance, December 31, 2004                      | 5,334,051     | 5,334     | 2,773,859   | -             | -           | (3,080,323)   | (301,130)  
|Net loss for the period ended
March 31, 2005    | -             | -         | -           | -             | -           | (34,127)      | (34,127)   
|                                                |               |           |             |               |             |               |            
|Balance, March 31, 2005                         | 5,334,051     | $
5,334   | $
2,773,859 | $
-           | $
-         | $
(3,114,450) | $
(335,257)





SEE ACCOMPANYING NOTES

10



NETMEASURE TECHNOLOGY INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

March 31, 2005

(Stated in US Dollars)

(Unaudited)





Note 1

Interim Reporting



While the information presented in the accompanying interim three month financial statement 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 period 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, 2004 annual financial statements.



Note 2

Continuance of Operations



The interim 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 March 31, 2005, the Company has a working capital deficiency of $335,257, has not yet attained profitable operations and has accumulated losses of $3,114,450 since its commencement.  Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.  The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern.  These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the company be unable to continue as a going concern.  The Company anticipates that additional funding will be in the form of equity financing from the sale of common shares.  The Company may also seek to obtain short-term loans from the directors of the company.  There are no current arrangements in place for equity funding or short-term loans.

SEE ACCOMPANYING NOTES

11





Note 3

Convertible Promissory Notes Payable



|                                                                                                                                                                                       | March 31, | December 31,
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | ------------
|                                                                                                                                                                                       | 2005      | 2004        
|                                                                                                                                                                                       |           |             
|Promissory notes payable October 4, 2002 bearing interest at 10% per annum, unsecured, convertible into shares at $75 per share solely at the company's discretion at any time.        | 8,183     | 8,183       
|                                                                                                                                                                                       |           |             
|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.    | 10,000    | 10,000      
|                                                                                                                                                                                       |           |             
|Promissory notes payable March 31, 2004 non-interest bearing unsecured and convertible into shares at $0.15 per share solely at the Companys discretion at any time.                  | 7,500     | 7,500       
|                                                                                                                                                                                       |           |             
|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.     | 3,200     | 3,200       
|                                                                                                                                                                                       |           |             
|Promissory notes payable November 21, 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. | 3,000     | 3,000       
|                                                                                                                                                                                       |           |             
|                                                                                                                                                                                       | $
31,883  | $
31,883    



Note 4

Capital Stock



Authorized Capital Stock:



On January 22, 2004, the Company approved an increase in the authorized capital stock to 100,000,000 common shares effective February 24, 2004.

SEE ACCOMPANYING NOTES

12





Note 5

Related Party Transactions



The Company incurred the following expenses charged by directors or a company controlled by a former director.



|                             |          |          | For the period
|---------------------------- | -------- | -------- | --------------
|                             |          |          | from May 4,   
|                             |          |          | 1998 (Date of 
|                             |          |          | Inception) to 
|                             |          |          | March 31,     
|                             | 2005     | 2004     | 2005          
|                             |          |          |               
|Computer and office supplies | $
551    | $
44     | $
2,396       
|Consulting fees              | 19,500   | 22,500   | 195,655       
|Interest and bank charges    | -        | -        | 7,279         
|Rent                         | 1,955    | 2,104    | 13,355        
|                             |          |          |               
|                             | $
22,006 | $
24,648 | $
218,685     



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



Included in accounts payable and accrued liabilities at March 31, 2005 is $203,429 (December 31, 2004:  $180,542) owing to a director of the Company.



The amounts due to related party is due to a director of the Company.  These amounts are unsecured, non-interest bearing and have no specific terms for repayment.



Note 6

Subsequent Event



Subsequent to March 31, 2005, the Company settled convertible promissory notes payable of $15,683 outstanding by the issuance of 55,455 common shares.







SEE ACCOMPANYING NOTES

13



ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS



CHANGES IN FINANCIAL CONDITION



As of March 31, 2005, the Company had not undergone a significant change in its financial condition since December 31, 2004.  As of December 31, 2004, the Company had total assets, which consisted of cash only, in the amount of  $2,428 and as of March 31, 2005, it had total assets, which consisted of cashonly, in the amount of  $ 2,428.





The Company will need to raise approximately $50,000 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. The company continues to investigate merger opportunities.





Balance Sheet Data:

|                                       |   | March 31, 2005 |  | December 31, 2004
|-------------------------------------- | - | -------------- |  | -----------------
|Cash                                   | $ | 2,428          |  | 4,469            
|Total assets                           | $ | 2,428          |  | 4,469            
|Accounts payable & Accrued liabilities | $ | 260,725        |  | 236,639          
|Due to related party                   |   | 45,077         |  | 37,077           
|Promissory notes                       | $ | -              |  | -                
|Convertible promissory notes           | $ | 31,883         |  | 31,883           
|Total stockholders equity             | $ | (335,257)      |  | (301,130)        
|                                       |   |                |  |                  



RESULTS OF OPERATIONS



Revenues



The Company earned no revenues for the three month period ended March 31, 2005, and earned no revenues during the same period from the previous year.  The Company has had no operations since August 2001.



Expenses

Statement of Operations Data:



|                                           | THREE MONTH PERIOD ENDED MARCH 31, 2005 | THREE MONTH PERIOD ENDED MARCH 31, 2004
|------------------------------------------ | --------------------------------------- | ---------------------------------------
|Net Sales                                  | 0                                       | 0                                      
|Loss from operations                       | (34,127)                                | (39,745)                               
|Net Income (loss)                          | (34,127)                                | (39,745)                               
|Net Income (loss) per common share         | (0.00)                                  | (0.08)                                 
|Weighted average common shares outstanding | 5,334,051                               | 522,531                                



During the three months ended March 31, 2005 and 2004, we incurred operating expenses of $ 34,127 and $39,745, respectively.  The following table provides a breakdown of operating expenses by category.

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General Operating Expenses

|                             | THREE MONTH
PERIOD ENDED
MARCH 31, 2005 | THREE MONTH PERIOD ENDED MARCH 31, 2004
|---------------------------- | --------------------------------------- | ---------------------------------------
|Bank charges and interest    | 440                                     | 7,076                                  
|Consulting fees              | 19,500                                  | 22,500                                 
|Computer & Office Supplies   | 551                                     | 44                                     
|Rent and Transfer Agent Fees | 3,562                                   | 4,443                                  
|Travel and Advertising       | 926                                     | 1,772                                  
|Professional fees            | 9,148                                   | 3,640                                  
|TOTAL                        | 34,127                                  | 39,475                                 



Administrative expenses have decreased slightly during the first three months of 2005, compared to the same periods in 2004.  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 may increase due to additional travel and possible consulting fees and professional fees.



LIQUIDITY AND CAPITAL RESOURCES



As of March 31, 2005, we had cash of $ 2,428 and a working capital deficit of $335,257 compared to cash of $4,469 and a working capital deficit of $301,130 at December 2004.



Funds used in operations for the three month period ended March 31, 2005 were $ 10,041,compared to funds used in operations of $5,727 for the three month period ended March 31, 2004.



Since inception, we have financed operations primarily through sales of equity securities, promissory notes and shareholder loans and have raised a total of $2,092,601 with$ 8,000 raised during the three month period ended March 31, 2005.



Our current operating requirements are expected to be approximately $10,000per month, with $6500 of this amount in accrued management expenses.



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 three months ended March 31, 2005, we were able to raise $ 8,000 in shareholder loans.



ITEM 3. CONTROLS AND PROCEDURES



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.



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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 March 31, 2005.



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 anticipates 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.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



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



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



|Exhibit No. | Description                                                                                      | Filing Status 
|----------- | ------------------------------------------------------------------------------------------------ | --------------
|2(a)        | Corporate Charter of Powertech, Inc.                                                             | *             
|2(a)(1)     | Articles of Amendment of Articles of Incorporation
*                                             | *             
|2(b)        | By-Laws of Powertech, Inc.                                                                       | *             
|31.1        | Rule 12aq-14(a)/15D-14(a) Certification of Chief Executive Officer                               | Filed Herewith
|32.1        | Certification Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Filed Herewith



*

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



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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: May 23, 2005









By: /s/ Peter Laipnieks

Name:

Peter Laipnieks

Title:

President

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