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:

June 30, 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 Street

Victoria, B.C.  V8V 4K4

(Address of principal executive offices)



(250) 384-2077

(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:



5,389,488 shares of common stock, $0.001 par value, as of August 19, 2005



Transitional Small Business Disclosure Format (check one):

Yes

No  X









PART I FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS



The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-QSB and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the three month periods ended June 30, 2005 and 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.  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.



2







NETMEASURE TECHNOLOGY INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

June 30, 2005

(Stated in US Dollars)

(Unaudited)



3



NETMEASURE TECHNOLOGY INC.

(A Development Stage Company)

INTERIM BALANCE SHEETS

June 30, 2005 and December 31, 2004

(Stated in US Dollars)

(Unaudited)





|                                                         | June 30,                               | December 31,
|-------------------------------------------------------- | -------------------------------------- | ------------
|ASSETS                                                   | 2005                                   | 2004        
|                                                         |                                        |             
|Current                                                  |                                        |             
|Cash                                                     | $
859                                  | $
4,469     
|                                                         |                                        |             
|LIABILITIES                                             
|                                                         |                                        |             
|Current                                                  |                                        |             
|Accounts payable and accrued liabilities  Notes 5 and 6 | $
271,481                              | $
236,639   
|Due to related party  Note 5                            | 45,077                                 | 37,077      
|Convertible promissory notes  Notes 3 and 4             | 16,200                                 | 31,883      
|                                                         |                                        |             
|                                                         | 332,758                                | 305,599     
|                                                         |                                        |             
|STOCKHOLDERS' DEFICIENCY                                
|                                                         |                                        |             
|Capital stock  Notes 4 and 6                            |                                        |             
|Authorized:                                              |                                        |             
|100,000,000                                              | common shares at $0.001 par value      |             
|Issued:                                                  |                                        |             
|5,389,488                                                | shares (December 31, 2004:  5,334,051) | 5,390       
|Additional paid-in capital                               | 2,789,486                              | 2,773,859   
|Contributed surplus                                      | 15,000                                 | -           
|Deficit accumulated during the development stage         | (3,141,775)                            | (3,080,323) 
|                                                         |                                        |             
|                                                         | (331,899)                              | (301,130)   
|                                                         |                                        |             
|                                                         | $
859                                  | $
4,469     
|                                                         |                                        |             



SEE ACCOMPANYING NOTES

4



NETMEASURE TECHNOLOGY INC.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

for the three and six month periods ended June 30, 2005 and 2004

and for the period from May 4, 1998 (Date of Inception) to June 30, 2005

(Stated in US Dollars)

(Unaudited)

|                                              |                    |                  |               |            | For the period
|--------------------------------------------- | ------------------ | ---------------- | ------------- | ---------- | --------------
|                                              |                    |                  |               |            | from May 4,   
|                                              |                    |                  |               |            | 1998 (Date of 
|                                              | Three months ended | Six months ended | Inception) to
|                                              | June 30,           | June 30,         | June 30,     
|                                              | 2005               | 2004             | 2005          | 2004       | 2005          
|                                              |                    |                  |               |            |               
|General and administrative                    |                    |                  |               |            |               
|Advertising                                   | $
-                | $
-              | $
-           | $
71       | $
472         
|Computer and office supplies
 Note 5         | 199                | 101              | 750           | 145        | 34,171        
|Consulting fees  Note 5                      | 15,000             | 18,000           | 34,500        | 40,500     | 420,343       
|Interest and bank charges                     | 409                | 7,024            | 849           | 14,100     | 50,131        
|Professional fees                             | 10,138             | 4,460            | 19,286        | 8,100      | 135,564       
|Rent  Note 5                                 | -                  | 1,771            | 1,955         | 3,875      | 13,355        
|Transfer agent fees                           | 1,086              | 1,151            | 2,693         | 3,490      | 16,551        
|Travel                                        | 493                | 3,609            | 1,419         | 5,310      | 13,187        
|                                              |                    |                  |               |            |               
|Loss before other items                       | (27,325)           | (36,116)         | (61,452)      | (75,591)   | (683,774)     
|                                              |                    |                  |               |            |               
|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               | (27,325)           | (36,116)         | (61,452)      | (75,591)   | (691,143)     
|                                              |                    |                  |               |            |               
|Loss from discontinued
operations             | -                  | -                | -             | -          | (2,450,632)   
|                                              |                    |                  |               |            |               
|Net loss for the period                       | $
(27,325)         | $
(36,116)       | $
(61,452)    | $
(75,591) | $
(3,141,775) 
|                                              |                    |                  |               |            |               
|Basic and diluted loss per share              | $
(0.00)           | $
(0.07)         | $
(0.00)      | $
(0.14)   |               
|                                              |                    |                  |               |            |               
|Weighted average number of
shares outstanding | 5,348,067          | 545,196          | 5,389,488     | 533,929    |               



SEE ACCOMPANYING NOTES

5



NETMEASURE TECHNOLOGY INC.

(A Development Stage Company)

INTERIM STATEMENTS CASH FLOWS

for the six month period ended June 30, 2005 and 2004

and for the period from May 4, 1998 (Date of Inception) to June 30, 2005

(Stated in US Dollars)

(Unaudited)





|                                                               |                           |            | For the period
|-------------------------------------------------------------- | ------------------------- | ---------- | --------------
|                                                               |                           |            | from May 4,   
|                                                               |                           |            | 1998 (Date of 
|                                                               |                           |            | Inception) to 
|                                                               | Six months ended June 30, | June 30,  
|                                                               | 2005                      | 2004       | 2005          
|                                                               |                           |            |               
|Operating activities                                           |                           |            |               
|Net loss for the year                                          | $
(61,452)                | $
(75,591) | $
(691,143)   
|Foreign exchange                                               | -                         | -          | 8,176         
|Contributed consulting services                                | 15,000                    | -          | 15,000        
|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                       | 34,842                    | 63,607     | (86,882)      
|                                                               |                           |            |               
|Cash used in operating activities                              | (11,610)                  | (11,984)   | (772,799)     
|                                                               |                           |            |               
|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                     | 10,000     | 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                     | 10,000     | 2,092,601     
|                                                               |                           |            |               

/contd.

SEE ACCOMPANYING NOTES

6



NETMEASURE TECHNOLOGY INC.Continued

(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

for the six month period ended June 30, 2005 and 2004

and for the period from May 4, 1998 (Date of Inception) to June 30, 2005

(Stated in US Dollars)

(Unaudited)





|                                                       |                           |           | For the period
|------------------------------------------------------ | ------------------------- | --------- | --------------
|                                                       |                           |           | from May 4,   
|                                                       |                           |           | 1998 (Date of 
|                                                       |                           |           | Inception) to 
|                                                       | Six months ended June 30, | June 30, 
|                                                       | 2005                      | 2004      | 2005          
|                                                       |                           |           |               
|Increase (decrease) in cash from continuing
operations | (3,610)                   | (1,984)   | 859           
|                                                       |                           |           |               
|Increase (decrease) in cash during the period          | (3,610)                   | (1,984)   | 859           
|                                                       |                           |           |               
|Cash, beginning of period                              | 4,469                     | 2,163     | -             
|                                                       |                           |           |               
|Cash, end of period                                    | $
859                     | $
179     | $
859         
|                                                       |                           |           |               
|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                          | $
15,683                  | $
614,250 | $
317,945     
|Contributed consulting services                        | $
15,000                  | $
-       | 15,000        

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 June 30, 2005

(Stated in US Dollars)

(Unaudited)





|                                                                                             |               |           |             |         |               |             | Deficit     |            
|-------------------------------------------------------------------------------------------- | ------------- | --------- | ----------- | ------- | ------------- | ----------- | ----------- | -----------
|                                                                                             |               |           |             |         |               | Accrued     | Accumulated |            
|                                                                                             |               |           | Additional  |         |               | Employee    | During the  |            
|                                                                                             | Common Shares | Paid-in   | Contributed | Share   | Stock         | Development |            
|                                                                                             | Number        | Par Value | Capital     | Surplus | 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 June 30, 2005

(Stated in US Dollars)

(Unaudited)



|                                                            |               |           |             |         |               |             | Deficit     |            
|----------------------------------------------------------- | ------------- | --------- | ----------- | ------- | ------------- | ----------- | ----------- | -----------
|                                                            |               |           |             |         |               | Accrued     | Accumulated |            
|                                                            |               |           | Additional  |         |               | Employee    | During the  |            
|                                                            | Common Shares | Paid-in   | Contributed | Share   | Stock         | Development |            
|                                                            | Number        | Par Value | Capital     | Surplus | 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 June 30, 2005

(Stated in US Dollars)

(Unaudited)





|                                                |               |           |             |          |               |             | Deficit       |            
|----------------------------------------------- | ------------- | --------- | ----------- | -------- | ------------- | ----------- | ------------- | -----------
|                                                |               |           |             |          |               | Accrued     | Accumulated   |            
|                                                |               |           | Additional  |          |               | Employee    | During the    |            
|                                                | Common Shares | Paid-in   | Contributed | Share    | Stock         | Development |              
|                                                | Number        | Par Value | Capital     | Surplus  | 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)  
|Pursuant to debt settlement
agreements          | 55,437        | 56        | 15,627      | -        | -             | -           | -             | 15,683     
|Contributed consulting services  Note 5        | -             | -         | -           | 15,000   | -             | -           | -             | 15,000     
|Net loss for the period ended
June 30, 2005     | -             | -         | -           | -        | -             | -           | (61,452)      | (61,452)   
|                                                |               |           |             |          |               |             |               |            
|Balance, June 30, 2005                          | 5,389,488     | $
5,390   | $
2,789,486 | $
15,000 | $
-           | $
-         | $
(3,141,775) | $
(331,899)



SEE ACCOMPANYING NOTES

10



NETMEASURE TECHNOLOGY INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

June 30, 2005

(Stated in US Dollars)

(Unaudited)





Note 1

Interim Reporting



While the information presented in the accompanying interim six 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 June 30, 2005, the Company has a working capital deficiency of $331,899, has not yet attained profitable operations and has accumulated losses of $3,141,775 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.

11





Note 3

Convertible Promissory Notes Payable



|                                                                                                                                                                                       | June 30, | 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     
|                                                                                                                                                                                       |          |             
|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       
|                                                                                                                                                                                       |          |             
|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       
|                                                                                                                                                                                       |          |             
|                                                                                                                                                                                       | $
16,200 | $
31,883    



Note 4

Capital Stock  Note 6



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.



Conversion of debt:



On June 8, 2005, the Company is issued 55,437 common shares to settle convertible promissory notes payable of $15,683.



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 
|                             | Six months ended | Inception) to
|                             | June 30,         | June 30,     
|                             | 2005             | 2004          | 2005          
|                             |                  |               |               
|Computer and office supplies | $
551            | $
145         | $
2,396       
|Consulting fees*             | 34,500           | 40,500        | 210,655       
|Interest and bank charges    | -                | -             | 7,279         
|Rent                         | 1,955            | 3,875         | 13,355        
|                             |                  |               |               
|                             | $
37,006         | $
44,520      | $
233,685     



*

Included in consulting fees for the six months ended June 30, 2005, are $15,000 of services contributed by a director.



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



Included in accounts payable and accrued liabilities at June 30, 2005 is $204,120 (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 Events



i)

By a reorganization and stock purchase agreement dated July 12, 2005 and amended July 13, 2005, the Company agreed to acquire 78.8% of the equity in S-Cam Co. Ltd., a Korean entity, in consideration for 23,305,000 shares of the Companys common stock.  This agreement has not yet closed.



S-Cam Co. Ltd. produces MP3 and CD Players, Mobile Camera and other devices such as Web Pads.



ii)   On August 9, 2005, the Company settled an accounts payable outstanding at June 30, 2005 of $12,483 for $1,248.

13







ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS



CHANGES IN FINANCIAL CONDITION



As of June 30, 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 $4,469 and as of June 30, 2005, it had total assets, which consisted of cashonly, in the amount of $859.





The Company will need to raise approximately $60,000 USD to finance its operations for the next twelve month period.  The Company currently does not have any particular prospects or plans to raise such capital.  There are no guarantees that such financing can be achieved at this time.  The Company has not entered into discussions with any particular funding source regarding such fundraising.



Balance Sheet Data:

|                                       |   | June 30, 2005 |  | December 31, 2004
|-------------------------------------- | - | ------------- |  | -----------------
|Cash                                   | $ | 859           |  | 4,469            
|Total assets                           | $ | 859           |  | 4,469            
|Accounts payable & Accrued liabilities | $ | 271,481       |  | 236,639          
|Due to related party                   |   | 45,077        |  | 37,077           
|Convertible promissory notes           | $ | 16,200        |  | 31,883           
|Total stockholders equity             | $ | (331,899)     |  | (301,130)        
|                                       |   |               |  |                  



RESULTS OF OPERATIONS



Revenues



The Company earned no revenues for the three month period ended June 30, 2005, and earned no revenues during the same period from the previous year.  The Company has no operations since August 2001.



Expenses

Statement of Operations Data:

|                                           | THREE MONTH PERIOD ENDED JUNE 30, 2005 | THREE MONTH PERIOD
ENDED JUNE 30, 2004
|------------------------------------------ | -------------------------------------- | --------------------------------------
|Net Sales                                  | 0                                      | 0                                     
|Loss from operations                       | 27,325                                 | 36,116                                
|Net Income (loss)                          | (27,325)                               | (36,116)                              
|Net Income (loss) per common share         | (0.00)                                 | (0.07)                                
|Weighted average common shares outstanding | 5,389,488                              | 545,196                               





During the three months ended June 30, 2005 and 2004, we incurred operating expenses of $27,325 and $36,116, respectively.  The following table provides a breakdown of operating expenses by category.



14



General Operating Expenses

|                           | THREE MONTH PERIOD ENDED JUNE 30, 2005 | THREE MONTH PERIOD ENDED JUNE 30, 2004
|-------------------------- | -------------------------------------- | --------------------------------------
|Bank charges and interest  | 409                                    | 7,024                                 
|Consulting fees            | 15,000                                 | 18,000                                
|Computer & office supplies | 199                                    | 101                                   
|Travel                     | 493                                    | 3,609                                 
|Professional fees          | 10,138                                 | 4,460                                 
|Advertising and promotion  | 0                                      | 0                                     
|Transfer Agent Fees        | 1,086                                  | 1,151                                 
|Rent                       |                                        | 1,771                                 
|TOTAL                      | 27,325                                 | 36,116                                



Administrative expenses have decreased during the first three and six 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 will increase due to additional travel and possible consulting fees and professional fees.



NetMeasure Technology, Ltd. has entered into a Reorganization and Stock Purchase Agreement whereby it will acquire 78.8% of the equity in S-Cam Co. Ltd., a Korean entity, which consists of 5,565,000 common stock (the Acquisition).  Under the terms of the Acquisition, twenty three million, three hundred and five thousand (23,305,000) shares of the Companys common stock will be issued to the shareholders of S-Cam.



S-Cam produces under the brand name "Sorrell" MP3 and CD Players (developed by S-Cam), MP3 Players (OEM for Samsung Electronics & Others), Mobile Camera Modules (VGA, MEGA) and other devices such as Web Pads.





LIQUIDITY AND CAPITAL RESOURCES



As of June 30, 2005 we had cash of $859 and a working capital deficit of $(331,899), compared to cash of $4,469and a working capital deficit of $(301,130) at December 2004.



Funds used in operations for the six month period ended June 30, 2005 were $11,610,compared to funds used in operations of $11,984 for the six month period ended June 30, 2004.



Since inception, we have financed operations primarily through sales of equity securities, promissory notes and shareholder loans and have raised a total of $2,092,601with$8,000 raised for the six month period ended June 30, 2004.



Our current operating cash expenditures are expected to be approximately $5,000per 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. If, however, the merger and reorganization agreement we signed with S-Cam closes in the next 30 days, our funding obligations will be provided by assets from S-Cam



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FINANCING ACTIVITIES



In the six months ended June 30, 2005, we were able to raise $8,000 in a shareholder loan for the on going funding of the Company.



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 United States Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our President and acting Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.



We carried out an evaluation, under the supervision and with the participation of our management, including our President and acting Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14 as of the end of period covered by this report.  Based upon the foregoing, our President and our acting Chief Financial Officer concluded that our disclosure controls and procedures are effective.



There were no changes in our internal control over financial reporting identified in connection with the evaluation referred to in the immediately preceding paragraph that occurred during our last fiscal quarter that has materially affected or is reasonably likely to materially affect, our  internal control over financial reporting.



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



(a)

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

16





Exhibit



No.

Description





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.

31.1

Section 302 Certification of Chief Executive Officer                                            filed herewith

32.1

Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant                 filed herewith

to Section 906 of the Sarbanes-Oxley Act of 2002.



*

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: August 19, 2005

By:/s/ Peter Laipnieks

Name:

Peter Laipnieks

Title:

President



17