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

                                  FORM 10-QSB/A

(Mark One)

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

              For the quarterly period ended         Sept 30, 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 Identification No.)
    incorporation or organization)



              122 Howe Street, Victoria, British Columbia, V8V 4K4
              ----------------------------------------------------
                    (Address of principal executive offices)



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


      1122 Mainland Street, Suite 370, Vancouver, British Columbia, V6B 5L1
      ---------------------------------------------------------------------
              (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

<PAGE>

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the issuer's common stock, as of September
30, 2001 was 20,711,469. In addition, the company has commitments to issue
another 300,000 shares, when shareholders provide instructions, for financing
received in 2000.


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


                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CONTENTS

Consolidated Balance Sheet -- Unaudited

Consolidated Statement of Operations -- Unaudited

Consolidated Statement of Cash Flows -- Unaudited

Notes to the Unaudited Consolidated Financial Statements

<PAGE>

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

<TABLE>
<CAPTION>

                                                       Sept 30      December 31
                                                          2001             2000
                                                   -----------    -------------
<S>                                                <C>            <C>
ASSETS

Current
   Cash                                            $        --    $          --
   Receivables                                           2,445           10,511
   Prepaids                                              3,851            7,044
                                                   -----------    -------------
                                                         6,296           17,555
Capital assets                                          21,368          132,994
Goodwill                                                    --          149,235
                                                   -----------    -------------
                                                   $    27,664    $     299,784
                                                   ===========    =============

LIABILITIES

Current
   Bank indebtedness                               $        --    $      19,610
   Accounts payable and accruals                       384,229          181,710
   Promissory note                                      93,136           88,344
                                                   -----------    -------------
                                                       477,365          289,664
Convertible promissory notes                            73,716           73,716
                                                   -----------    -------------
                                                       551,081          363,380
                                                   -----------    -------------

SHAREHOLDERS DEFICIENCY

Capital stock (Note 3)
   Authorized:
     100,000,000 $0.001 par value common shares
   Issued:
      20,384,801 (2000: 15,384,801) common shares       20,385           15,385
Additional paid-in capital                           1,740,401        1,620,401
Share subscriptions received                           601,250          601,250
Accrued employee stock awards                          458,155          562,126
Deficit                                             (3,343,608)      (2,862,758)
                                                   -----------    -------------
Net shareholders equity                               (523,417)         (63,596)
                                                   -----------    -------------
                                                   $    27,664    $     299,784
                                                   ===========    =============
</TABLE>

Continuance of operations (Note 1)

   See accompanying notes to the unaudited consolidated financial statements.


<PAGE>

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         For the        For the
                                      Period from    Nine Months     Nine Months    Three Months   Three Months
                                     Inception to          Ended           Ended           Ended          Ended
                                          Sept 30        Sept 30         Sept 30         Sept 30        Sept 30
                                             2001           2001            2000            2001           2000
                                      -----------    -----------     -----------     -----------    -----------
<S>                                   <C>            <C>             <C>             <C>            <C>
Revenue                               $     6,254    $     5,213     $        --     $        --    $       745
                                      -----------    -----------     -----------     -----------    -----------
Expenses
   Marketing
     Advertising                            5,710            246           1,675              --             28
     Computer and office                    2,925             --              --              --             --
     Consulting fees                       52,914          3,472              --              --             --
     Salaries and benefits                280,160         52,513         120,745           6,985         34,655
     Travel                                56,589          1,962          34,357             664          8,115
                                      -----------    -----------     -----------     -----------    -----------
                                          398,298         58,193         156,777           7,649         42,798
                                      -----------    -----------     -----------     -----------    -----------
   Product development
     Consulting fees                       76,389         21,266              --              --             --
     Salaries and benefits                595,962         73,203         254,101           7,656         88,299
     Travel                                39,878          1,131           3,878             265          1,538
     Test project                           8,772          8,772              --               0             --
                                      -----------    -----------     -----------     -----------    -----------
                                          721,001        104,372         257,979           7,921         89,837
                                      -----------    -----------     -----------     -----------    -----------
   General and administrative
     Advertising and promotion              2,196             --              --              --             --
     Bad debts                             25,681             --              --              --             --
     Bank charges and interest             25,398         12,340           2,610           4,316            126
     Communication                         44,632          8,210              --           3,383             --
     Computer and office supplies         107,993         10,114          29,220           1,607         15,158
     Consulting fees                      244,265             --              --              --             --
     Depreciation and amortization        242,869         66,653          67,007          21,845         22,195
     Employee relocation                    9,080             --              --              --             --
     Professional fees                    279,746         36,751          72,770           5,222         18,440
     Public company reporting              16,464         16,464          34,993           1,728         14,140
     Rent                                 103,898         29,612          35,130           8,771         10,278
     Salaries and benefits                233,402         51,302         256,735          13,383        207,027
     Stock award compensation             695,656       (103,971)        374,207         106,186        120,048
     Technical advisory board               9,926          5,035           2,747           2,160             --
     Travel                                21,542          1,066          16,147             480          7,955
     Write down of capital assets
     and goodwill (note 7)                189,922        189,922              --         189,922             --
                                      -----------    -----------     -----------     -----------    -----------
                                        2,252,670        323,498         891,566         359,003        415,367
                                      -----------    -----------     -----------     -----------    -----------
   Interest income                        (22,107)            --           6,773              --            745
                                      -----------    -----------     -----------     -----------    -----------
   Total expenses                       3,349,862        486,063       1,299,549         374,573        547,257
                                      -----------    -----------     -----------     -----------    -----------
Net (loss) earnings                   $(3,343,608)   $  (480,850)    $(1,299,549)    $  (374,573)   $  (547,257)
                                      ===========    ===========     ===========     ===========    ===========
Weighted average number of
   shares outstanding                                 17,930,589      15,194,800      20,711,469     15,194,800
                                                     ===========     ===========     ===========    ===========
(Loss)  earnings  per  share - basic
and diluted                                          $     (0.03)    $     (0.09)    $     (0.02)   $     (0.04)
                                                     ===========     ===========     ===========    ===========
</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.

<PAGE>



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    Nine Months      Nine Months
                                                                     Inception to          Ended            Ended
                                                                          Sept 30        Sept 30          Sept 30
                                                                             2001           2001             2000
                                                                     ------------    -----------      -----------
<S>                                                                    <C>             <C>            <C>
Cash derived from (applied to)

   OPERATING
     Net loss                                                          $(3,343,608)    $(480,850)     $(1,299,549)
     Write-off of amount due from company controlled
       by a shareholder                                                     17,208            --               --
     Depreciation and amortization                                         242,869        66,653           67,007
     Write down of capital assets and goodwill (note 7)                    189,922       189,922               --
     Interest on promissory note                                             1,250            --               --
     Stock award compensation expense                                      695,656      (103,971)         374,207
     Shares issued for services rendered                                   111,938            --               --
     Change in non-cash operating working capital
       Receivables                                                          15,864         8,066            6,546
       Prepaids                                                             (3,851)        3,193          (10,952)
       Accounts payable and accruals                                       346,338       202,519          192,705
                                                                       -----------     ---------      -----------
                                                                        (1,726,414)     (114,468)        (670,036)
                                                                       -----------     ---------      -----------
   FINANCING
     Bank indebtedness                                                          --       (19,610)              --
     Shares issued for cash                                              1,258,691       125,000               --
     Promissory notes                                                      166,852         4,792           49,255
     Share subscriptions received                                          600,000            --          600,000
     Payment of promissory notes payable by subsidiary
       Company                                                            (127,373)           --               --
     Cash assumed on acquisition of subsidiary                              34,113            --               --
                                                                       -----------     ---------      -----------
                                                                         1,932,283       110,182          649,255
                                                                       -----------     ---------      -----------
   INVESTING
     Acquisition of capital assets                                        (192,947)           --          (51,407)
     Disposition of capital assets                                           4,286         4,286               --
     Advances to company controlled by a shareholder                       (17,208)           --              575
                                                                       -----------     ---------      -----------
                                                                          (205,869)        4,286          (50,832)
                                                                       -----------     ---------      -----------
Net increase (decrease) in cash                                                 --            --          (71,613)

Cash

   Beginning of period                                                          --            --          114,422
                                                                       -----------     ---------      -----------
   End of period                                                       $       Nil     $     Nil      $    42,809
                                                                       ===========     =========      ===========

NON-CASH ITEMS NOT INCLUDED IN CASH FLOWS
   Stock award compensation expense                                    $   695,656     $(103,971)     $   110,068
   Shares issued under stock awards plan                               $   237,501     $      --      $        --
   Shares issued for services                                          $   111,938     $      --      $        --
   Shares issued to acquire subsidiary                                 $   152,656     $      --      $        --

</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.

<PAGE>

NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to the Unaudited Consolidated Financial Statements
(expressed in U.S. dollars)
Sept 30, 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 market
technologies that assist network administrators in improving 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. It is
becoming increasing uncertain that the company will be able to continue as a
going concern. Currently, the company has run out of cash, has no operations and
has only one employee, the company's CEO. Previously, the company's efforts were
devoted primarily to product development of its first product, ProbeNET, which
is a distributed network measurement software product.

As a result of not having the funds to continue to develop its technologies, the
Company has also been trying to sell its intellectual property for the past
several months. However, to date it has been unsuccessful in achieving this
objective. The Company's Board of Directors plans to continue to seek financing
to develop its technologies, continue to search for a purchaser of its
intellectual property and also try to find another operating company to merge
with it

These financial statements have been prepared on the basis that the company is a
going concern. These financial statements do not include adjustments that would
be necessary should the company be unable to continue as a going concern.

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 year ended 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. All intercompany
transactions and balances have been eliminated.

<PAGE>

NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to the Unaudited Consolidated Financial Statements
(expressed in U.S. dollars)
June 30, 2001
--------------------------------------------------------------------------------

RECENT ACCOUNTING PRONOUNCEMENTS

On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) 141, Business Combinations,
and SFAS 142, Goodwill and Intangible Assets. SFAS 141 is effective for all
business combinations completed after June 30, 2001. SFAS 142 is effective for
fiscal years beginning after December 15, 2001; however, certain provisions of
this Statement apply to goodwill and other intangible assets acquired between
July 1, 2001 and the effective date of SFAS 142. Major provisions of these
Statements and their effective dates for the company are as follows:

     o    all business combinations initiated after June 30, 2001 must use the
          purchase method of accounting. The pooling of interest method of
          accounting is prohibited except for transactions initiated before July
          1, 2001.

     o    intangible assets acquired in a business combination must be recorded
          separately from goodwill if they arise from contractual or other legal
          rights or are separable from the acquired entity and can be sold,
          transferred, licensed, rented or exchanged, either individually or as
          part of a related contract, asset or liability.

     o    goodwill, as well as intangible assets with indefinite lives, acquired
          after June 30, 2001, will not be amortized. Effective January 1, 2002,
          all previously recognized goodwill and intangible assets with
          indefinite lives will no longer be subject to amortization.

     o    effective January 1, 2002, goodwill and intangible assets with
          indefinite lives will be tested for impairment annually and whenever
          there is an impairment indicator.

     o    all acquired goodwill must be assigned to reporting units for purposes
          of impairment testing and segment reporting.

Although it is still reviewing the provisions of these Statements, management's
preliminary assessment is that these Statements will not have a material impact
on the company's financial position or results of operations.

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

3.   RECEIVABLES
<TABLE>
<CAPTION>
                                            June 30       December 31
                                               2001              2000
                                           --------       -----------

<S>                                        <C>               <C>
Receivables                                $ 15,588          $ 23,654
Allowance for doubtful accounts             (13,143)          (13,143)
                                           --------          --------
                                           $  2,445          $ 10,511
                                           ========          ========
</TABLE>

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

4.   CAPITAL STOCK

At September 30, 2001, the company had 20,384,801 shares issued and outstanding.
In addition, the company has commitments to issue an additional 326,668 common
shares through its 1999 Stock Awards Plan 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.

<PAGE>

RESTRICTED SECURITIES

Of the issued and outstanding shares, 10,885,000 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 AWARDS 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 has
been charged to earnings over the vesting period. In the nine months ended
September 30, 2001, 468,331 of these restricted stock awards were cancelled and
the share certificates returned to the company. A recovery of previously
recorded stock award compensation in the amount of $103,971 has been recorded as
a net result of the cancellation of these stock awards and the termination of
the employment of all remaining employees eligible to stock awards under the
plan.

STOCK OPTION PLAN

The company has instituted a stock option plan under which members of the
company's technical advisory board are granted options to acquire the common
shares. These options are exercisable at $2 per share until March 1, 2010.

At September 30, 2001, the company had granted 16,250 options under this plan.
As the stock based compensation expense related to these options is not
material, no such expense has been recorded in these financial statements.

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

5.   OFFER TO PURCHASE

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 on August 31, 2000. These assets constitute substantially
all the assets of the company. In late August, Tisai Inc. advised it would be
unable to close their offer on the closing date of August 31, 2001, as it had
not yet been able to secure all the required financing. To date no other offer
has been received nor is one likely, as the general economic environment and
marketplace for the Company's products has changed negatively over the past few
months.

6.   SALARIES & BENEFITS

Although the Company has employed only contract labor since February 1, 2001,
these contract fees have been recorded under Salaries & Benefits to make
comparisons with previous periods easier for the reader.

7.   WRITE DOWN OF CAPITAL ASSETS AND GOODWILL

During the quarter, management determined that the Company's goodwill was
impaired and accordingly wrote off this asset. The company's management also
wrote down the Company's capital assets to an estimate of their net recoverable
amount.

<PAGE>

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

As discussed in Note 1 to the financial statements, the company has no cash, no
established source of revenue and its future is dependent on its ability to
raise substantial amounts of equity funding. Management has been trying to
secure the necessary financing since 2000 and has thus far been unsuccessful in
securing the necessary funds or in finding a purchaser for the company's wholly
owned subsidiary or its intellectual property. This raises substantial doubt
about the company's ability to continue as a going concern. As the company had
no way of paying them, the company's development team left at the end of
September, 2001 and the company currently has no technical staff to continue to
develop its technology into market products. The ability of the Company to
develop its technologies into commercially saleable products and eventually
achieve profitable operations is dependent on management's ability to obtain
significant additional financing and hire new employees or contractors. There is
considerable doubt that 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

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.
("Tisai"), a Delaware corporation. These assets constituted 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 limited number of NetMeasure (Canada)'s
former employees, the purpose being to continue product research activities, the
first step towards developing a product specification for the next version of
the Company's technology. However, in late August Tisai advised it would be
unable close its offer to purchase on the closing date of August 31, 2001, as it
had not yet been able to secure all the required financing. Tisai indicated it
would continue with its efforts to secure financing and when, and if, it was
able to arrange the required financing, it would make another offer. To date no
other offer has been received nor is one likely, as the general economic
environment and marketplace for the Company's products has changed negatively
over the past few months.

In December 2001 the Company's wholly owned subsidiary, NetMeasure Technology
(Canada) Inc. liquidated all of its capital asset realizing $21,368. The monies
realized will be used to retire the Company's payroll obligations to the
Canadian government. Accordingly, the carrying value of its capital assets has
been reduced its net recoverable amount.

As management concluded that the company's goodwill was impaired at September
30, 2001, it has been written off in the three month period ended September 30,
2001.

As a result of not having the funds to continue to develop its technologies, the
Company has been trying to sell its intellectual property for the past several
months. However, to date it has been unsuccessful in finding any other
interested parties and it is has become increasingly improbable that it will.
Nevertheless, over the next few months the Company's Board of Directors will
continue to seek financing to develop its technologies, continue to search for a
purchaser of its intellectual property and try to find another operating company
to merge with it.

<PAGE>

           COMPARISON OF FISCAL QUARTERS ENDING SEPTEMBER 30, 2001 and
                              SEPTEMBER 30, 2000.

During the fiscal quarter ending September 30, 2001 the Company had no revenues
and a net loss of $374,573.

During the fiscal quarter ending September 30, 2001, the Company had total
expenses of $374,573. For ease of comparison, contract fees paid to former
employees were recorded as salaries and benefits. Most of the expenses during
the quarter were related to salaries and benefits ($28,024), depreciation and
amortization ($211,767), rent ($8,771) and stock award compensation ($106,186).

During the fiscal quarter ending September 30, 2000 the Company had revenues
(interest income) of $745 and incurred a net loss of $547,257. The Company's
primary activities during this quarter were related to continued product
development and customer demonstrations of its technology. Most of the expenses
were related to employee compensation ($450,029), which included non-cash stock
award compensation of $120,048 and the recording of an accrued liability charge
of $172,500 for retention bonus earned, but not yet paid, to September 30, 2000.
The other major expense items were related to public reporting costs and
professional fees ($32,580); travel ($17,608); and, depreciation and
amortization ($22,195).


                          PART II -- OTHER INFORMATION

Other than Item 5, all other items are inapplicable or the answer is negative.

ITEM 5.   OTHER EVENTS

In December 2001, David Finlay resigned as a Director of the Company. Relations
between the Company and Mr. Finlay continue to be positive.

<PAGE>

                                   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 February 6, 2002


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 February 6, 2002



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

Date February 6, 2002