<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

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

          For the quarterly period ended March 31, 2001
                                         --------------


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

          For the transition period from                   to
                                         -----------------    ------------------


                         Commission file number 0-27675
                                                -------


                           NetMeasure Technology Inc.
       -----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)



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


          1122 Mainland Street, Suite 370, Vancouver, British Columbia
          ------------------------------------------------------------
                    (Address of principal executive offices)


                                 (604) 669-2255
                          ---------------------------
                          (Issuer's telephone number)


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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Not Applicable


                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer's common stock, as of April 30,
2001 was 21,179,800 including 860,834 stock awards issued under the company's
1999 Stock Incentive Plan. In addition, the company has commitments to issue
350,000 shares for financing received.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [x]

<PAGE>   2

                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.


NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
FINANCIAL STATEMENTS -
Unaudited


(EXPRESSED IN U.S. DOLLARS)
MARCH 31, 2001



CONTENTS


Consolidated Balance Sheet - Unaudited

Consolidated Statement of Operations - Unaudited

Consolidated Statement of Cash Flows - Unaudited

Notes to the Unaudited Consolidated Financial Statements


<PAGE>   3


NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET - UNAUDITED
(expressed in U.S. dollars)

<TABLE>
<CAPTION>

                                                                     March 31     December 31
                                                                         2001            2000
---------------------------------------------------------------------------------------------

<S>                                                              <C>             <C>
ASSETS
Current
   Prepaids                                                      $      4,854    $      7,044
   Receivables                                                          1,185          10,511
                                                                 ------------    ------------

                                                                        6,039          17,555
Capital assets                                                        125,474         132,994
Goodwill                                                              137,135         149,235
                                                                 ------------    ------------

                                                                 $    268,648    $    299,784
                                                                 ------------    ------------

---------------------------------------------------------------------------------------------

LIABILITIES
Current
   Bank indebtedness                                             $      8,153    $     19,610
   Accounts payable and accruals                                      351,656         181,710
   Promissory note                                                    104,352          88,344
                                                                 ------------    ------------

                                                                      464,161         289,664
Convertible promissory notes                                           73,716          73,716
                                                                 ------------    ------------

                                                                      537,877         363,380
                                                                 ------------    ------------

SHAREHOLDERS DEFICIENCY

Capital stock (Note 3)
   Authorized:
     100,000,000 $0.001 par value common shares
   Issued:
     15,384,801 (2000: 15,384,801) common shares                       15,385          15,385
Additional paid-in capital                                          1,620,401       1,620,401
Share subscriptions received                                          601,250         601,250
Accrued employee stock awards                                         669,583         562,126
Deficit                                                            (3,175,848)     (2,862,758)
                                                                 ------------    ------------

                                                                     (269,229)        (63,596)
                                                                 ------------    ------------

                                                                 $    268,648    $    299,784
                                                                 ------------    ------------

---------------------------------------------------------------------------------------------
</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.


<PAGE>   4


NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED
(expressed in U.S. dollars)

<TABLE>
<CAPTION>

                                                                   For the         For the          For the
                                                               Period from    Three Months     Three Months
                                                              Inception to           Ended            Ended
                                                                  March 31        March 31         March 31
                                                                      2001            2001             2000
-----------------------------------------------------------------------------------------------------------

<S>                                                         <C>             <C>              <C>
Revenue                                                     $        6,195  $        5,154   $           --
                                                            --------------   -------------    -------------

Expenses
   Marketing
     Advertising                                                     5,464              --               --
     Computer and office                                             2,925              --               --
     Consulting fees                                                52,914           3,472               --
     Salaries and benefits                                         261,689          34,042           33,407
     Travel                                                         54,995             368            5,951
                                                            --------------   -------------    -------------
                                                                   377,987          37,882           39,358
                                                            --------------   -------------    -------------
   Product development
     Consulting fees                                                76,389          21,266               --
     Salaries and benefits                                         556,488          33,729           69,809
     Travel                                                         39,613             866              187
                                                            --------------   -------------    -------------
                                                                   672,490          55,861           69,996
                                                            --------------   -------------    -------------
   General and administrative
     Advertising and promotion                                       2,196              --               --
     Bad debts                                                      25,681              --               --
     Bank charges and interest                                      20,470           7,412            2,339
     Communication                                                  41,249           4,827            1,936
     Computer and office supplies                                  100,572           2,693           10,503
     Consulting fees                                               254,325          10,060               --
     Depreciation and amortization                                 205,628          29,412           22,454
     Employee relocation                                             9,080              --               --
     Professional fees                                             270,343          27,348           32,714
     Rent                                                           84,391          10,105           14,232
     Salaries and benefits (Note 3)                                203,826          21,726           21,091
     Stock award compensation                                      907,084         107,457          127,600
     Technical advisory board                                        7,766           2,875               --
     Travel                                                         21,062             586            1,643
                                                            --------------   -------------    -------------
                                                                 2,153,673         224,501          234,512
                                                            --------------   -------------    -------------

Interest income                                                    (22,107)             --           (2,782)
                                                            --------------   -------------    -------------

   Total expenses                                                3,182,043         318,244          341,084
                                                            --------------   -------------    -------------

Net loss                                                    $   (3,175,848) $     (313,090)   $    (341,084)
                                                            --------------   -------------    -------------

Weighted average number of shares outstanding                                   15,384,801       15,194,800
                                                                             -------------    -------------

Loss per share - basic and diluted                                           $       (0.02)   $       (0.02)
                                                                             -------------    -------------

-----------------------------------------------------------------------------------------------------------
</TABLE>


   See accompanying notes to the unaudited consolidated financial statements.

<PAGE>   5


NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
(expressed in U.S. dollars)

<TABLE>
<CAPTION>

                                                                         For the         For the           For the
                                                                     Period from    Three Months      Three Months
                                                                    Inception to           Ended             Ended
                                                                        March 31        March 31          March 31
                                                                            2001            2001              2000
------------------------------------------------------------------------------------------------------------------

<S>                                                              <C>               <C>              <C>
Cash derived from (applied to)

   OPERATING
     Net loss                                                    $    (3,175,848)  $    (313,090)   $     (341,084)
     Write-off of amount due from company controlled
       by a shareholder                                                   17,208              --                --
     Depreciation and amortization                                       195,836          19,620            22,454
     Interest on promissory notes                                          1,250              --                --
     Stock award compensation expense                                    907,084         107,457           127,600
     Shares issued for services rendered                                 111,938              --                --
     Change in non-cash operating working capital
       Receivables                                                        17,124           9,326           (27,360)
       Prepaids                                                           (4,854)          2,190           (33,947)
       Accounts payable and accruals                                     327,109         169,946           (33,177)
                                                                 ---------------   -------------    --------------
                                                                      (1,603,153)         (4,551)         (285,514)
                                                                 ---------------   -------------    --------------
   FINANCING
     Bank indebtedness                                                     8,153         (11,457)               --
     Promissory notes                                                    164,724          16,008                --
     Shares issued for cash                                            1,133,691              --                --
     Share subscriptions received                                        600,000              --           500,000
     Cash assumed on acquisition of subsidiary                            34,113              --                --
     Payment of promissory notes payable by
       subsidiary company                                               (127,373)             --                --
                                                                 ---------------   -------------    --------------
                                                                       1,813,308           4,551           500,000
                                                                 ---------------   -------------    --------------
   INVESTING
     Acquisition of capital assets                                      (192,947)             --            (3,753)
     Advances to company controlled by a shareholder                     (17,208)             --                26
                                                                 ---------------   -------------    --------------
                                                                        (210,155)             --            (3,727)
                                                                 ---------------   -------------    --------------

Net increase in cash                                                          --              --           210,759

Cash

   Beginning of period                                                        --              --           114,422
                                                                 ---------------   -------------    --------------

   End of period                                                 $           Nil   $         Nil    $      325,181
                                                                 ---------------   -------------    --------------

------------------------------------------------------------------------------------------------------------------

NON-CASH ITEMS NOT INCLUDED IN CASH FLOWS
   Stock award compensation expense                              $       907,084   $     107,457    $      127,600
   Shares issued under stock awards plan                         $       237,501   $          --    $           --
   Shares issued for services                                    $       111,938   $          --    $           --
   Shares issued to acquire subsidiary                           $       152,656   $          --    $      152,656

------------------------------------------------------------------------------------------------------------------
</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.


<PAGE>   6


NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to the Unaudited Consolidated Financial Statements

(expressed in U.S. dollars)
March 31, 2001
--------------------------------------------------------------------------------

1.   OPERATIONS AND GOING CONCERN

The company was incorporated as Powertech, Inc. under the laws of the State of
Nevada on May 4, 1998 to engage in the business of internet software and
hardware development. On January 4, 2000, the company changed its name to
NetMeasure Technology Inc.

On February 12, 1999, the company acquired all the issued and outstanding common
shares of NetMeasure Technology (Canada) Inc. (formerly NETSentry Technology
Inc.), a Vancouver, Canada based company in business to develop and exploit
technologies that improve the efficiency, reliability and recoverability of
internet protocol networks.

The company is a development stage company that has earned minimal revenues and
that requires additional financing to develop and market its technologies.
Currently, the company's operational activities are devoted primarily to
continued product development of its first product, ProbeNET, which is a
distributed network measurement software product. As such, management is
devoting substantially all of the company's resources to the development of the
technology and performing ongoing market research.

The company's current operational focus is to ensure that ProbeNET is able to be
commercially exploited. To that end, management is devoting substantially all of
the company's resources to the development of the technology and is negotiating
with various potential sales channel partners to support the marketing of the
technology once its development is complete.

--------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

These unaudited consolidated financial statements are presented in accordance
with accounting principles generally accepted in the United States and have been
prepared on the same basis as the annual audited consolidated financial
statements. In the opinion of management, these unaudited consolidated financial
statements reflect all adjustments (consisting of normal recurring adjustments)
necessary for a fair presentation for each of the periods presented. The results
of operations for interim periods are not necessarily indicative of results to
be achieved for full fiscal years.

As contemplated by the Securities and Exchange Commission (SEC) under Rule 10-01
of Regulation S-X, the accompanying consolidated financial statements and
related footnotes have been condensed and do not contain certain information
that will be included in the company's annual consolidated financial statements
and footnotes. For further information, refer to the consolidated financial
statements and related footnotes for the years ended December 31, 1999 and
December 31, 2000 included in the company's Annual Report on Form 10-KSB.

CONSOLIDATION

These financial statements include the accounts of the company and its
wholly-owned subsidiary, NetMeasure Technology (Canada) Inc.

<PAGE>   7


NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to the Unaudited Consolidated Financial Statements

(expressed in U.S. dollars)
March 31, 2001
--------------------------------------------------------------------------------

3.   CAPITAL STOCK

At March 31, 2001, the company had 15,384,801 shares issued and outstanding. In
addition, the company has commitments to issue an additional 670,833 common
shares through its 1999 Stock Awards Program and another 300,000 units at $2.00
per unit for share subscriptions received. Each unit consists of one common
share and one common share purchase warrant entitling the holder to purchase an
additional common share at $2.50 per share before the expiration of the warrants
in 2002.

RESTRICTED SECURITIES

Of the issued and outstanding shares, 5,885,000 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.

1999 STOCK INCENTIVE PLAN

The company has authorized 1,519,480 shares of common stock for issuance to
eligible employees. The Plan authorizes the company to grant to eligible
participants of the company and its subsidiary, deferred stock awards.

During 1999, the company made stock awards to nine employees aggregating 985,000
shares at a weighted average price of $1.25. Compensation under the plan charged
to earnings over the vesting period amounted to $107,457 in the three months
ended March 31, 2001 (2000: $127,600). During 2000, 124,166 of these restricted
stock awards were cancelled and 190,001 of the vested shares issuable under the
plan were released to the recipient employees.

SUBSEQUENT SHARE ISSUANCE

Subsequent to March 31, 2001, the company issued 5,000,000 shares for cash
consideration of $125,000.

<PAGE>   8

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

As discussed in Note 1 to the financial statements, the company has no
established source of revenue and is dependent on its ability to raise
substantial amounts of equity funds. This raises substantial doubt about its
ability to continue as a going concern. The technologies the Company intends to
develop will require significant cash. The ability of the Company to develop the
technologies into marketable products is dependent on management's ability to
obtain adequate additional financing, develop commercially saleable products and
achieve profitable operation. There can be no assurance that any of these
objectives will be realized. There can be no assurance that any of the products
under development will be successfully developed or will be commercially
successful.

                                PLAN OF OPERATION


During the first quarter product development and marketing activities ground to
a halt as, despite management's best efforts, NetMeasure ran out of funds and
employees began to depart in early 2001. Consequently, management was forced to
try to find a buyer for the Company or its technology. On April 24, 2001 the
Company announced that it entered into an agreement to sell all the assets of
NetMeasure (Canada) to a private company, Tisai Inc., a Delaware corporation.
These assets constitute substantially all the assets of the Company.

As a result of entering into the agreement with Tisai Inc., the Company was able
to secure $125,000 in equity financing, which allowed it to rehire, on a
contract basis, a few of NetMeasure (Canada)'s former employees and resume
product development and market research activities under the leadership of
Tisai's CEO, who will be providing his services, until the closing, to
NetMeasure (Canada) for $1.00 per month. A condition of the financing was that
the funds could not be used to retire any of the Company's debts.

The Company's first product, ProbeNET, needs more functionality to be
commercially successful, and because the Company does not have adequate funds to
complete this development, the Company expects to generate negligible revenues
over the next several months.

NetMeasure's Board of Directors and management are currently undecided about a
future direction for NetMeasure after the asset sale is completed, and will be
evaluating various options between now and the closing. It is likely that not
all shareholders will tender their shares in the Share Buyback; consequently the
Company will probably be left with fewer shareholders and some cash, which could
be used to acquire another business or technology. The Company presently has no
contingency plan in the event the asset sale is not completed, however,
NetMeasure's Board of Directors and management will be seeking other
alternatives.
<PAGE>   9
    COMPARISON OF FISCAL QUARTERS ENDING MARCH 31, 2000 and MARCH 31, 2001.

During the fiscal quarter ending March 31, 2001 the Company had revenues of
$5,154 and incurred a net loss of $313,090. The Company's primary activities
during this quarter were related to securing financing, finding a purchaser for
the Company and/or its technology, and discussions/negotiations with creditors
and former employees. Most of the expenses were related to salaries and benefits
($196,954), which included non-cash stock award compensation of $107,457 and
subcontract labor. Other significant expenses included depreciation and
amortization $29,412; professional fees (legal, accounting) $27,348; and
consulting fees $34,798.

During the fiscal quarter ending March 31, 2000 the Company had no revenues and
incurred a net loss of $341,084. The Company's primary activities during this
quarter were related to business operations, i.e. product development and
customer demonstrations of its prototype technology. Most of the expenses were
related to salaries and benefits ($251,907), which included non-cash stock award
compensation of $127,600.


                          PART II -- OTHER INFORMATION

All other items are inapplicable or the answer is negative.


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

NETMEASURE TECHNOLOGY INC.


By /s/ RANDY VOLDENG
   ------------------------
   RANDY VOLDENG, PRESIDENT


Date  May 24, 2001

<PAGE>   10

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


NETMEASURE TECHNOLOGY INC.



By  /s/ RANDY VOLDENG
    --------------------------------------------------------------
    RANDY VOLDENG, DIRECTOR, PRESIDENT AND CHIEF EXECUTIVE OFFICER
    (Principal Executive Officer and Principal Financial Officer)


Date  May 24, 2001



By  /s/ JEFF PLATO
    ---------------------------------------
    JEFF PLATO, DIRECTOR AND VICE PRESIDENT


Date  May 24, 2001