<PAGE>
                                  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 September 30, 2002



[ ]  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.)

122 Howe Street, Victoria, British Columbia, V8V4K4
--------------------------------------------------------------------------------
(Address of principal executive offices)


250-920-4833
------------------------------------------------------------------
(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 September
30,2002 was 423,596, which includes 9,366 shares that will be returned to
treasury and cancelled.
--------------------------------------------------------------------------------
<PAGE>


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
(expressed in U.S. dollars)

<TABLE>
<CAPTION>
                                                                                             September 30
                                                                                                     2002        December 31
                                                                                              (Unaudited)               2001
                                                                                           --------------      -------------
<S>                                                                                    <C>                 <C>
ASSETS
Current
   Cash                                                                                    $        1,997      $       1,627
   Receivables                                                                                      3,365             13,119
                                                                                           --------------      -------------
                                                                                           $        5,362      $      14,746
                                                                                           ==============      =============
LIABILITIES
Current
   Accounts payable and accruals                                                           $      369,661      $     350,176
   Promissory notes                                                                               110,636            110,636
   Convertible promissory notes (Note 3)                                                          102,369             73,716
                                                                                           --------------      -------------
                                                                                                  582,666            534,528
                                                                                           ==============      =============
SHAREHOLDERS' DEFICIENCY
Capital stock (Note 4)
   Authorized:
     100,000,000 common shares at $0.001 par value
   Issued:
     414,230 shares (2001: 407,696)                                                                   414                408
Additional paid-in capital                                                                      1,762,006          1,760,378
Share subscriptions (Note 4)                                                                      610,750            601,250
Deficit accumulated during the development stage                                               (2,950,474)        (2,881,818)
                                                                                           --------------     --------------

                                                                                                 (577,304)          (519,782)
                                                                                           --------------     --------------
                                                                                           $        5,362      $      14,746
                                                                                           ==============      =============
</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
                                          September 30      September 30     September 30      September 30     September 30
                                                  2002              2002             2001              2002             2001
                                          ------------      ------------     ------------      ------------     ------------
<S>                                   <C>               <C>              <C>               <C>              <C>
Revenue                               $          6,125  $             -  $          5,213  $             -  $             -
                                      ----------------  ---------------  ----------------  ---------------  ---------------
Expenses
   Marketing
     Advertising                                 5,862                -               246                -                -
     Computer and office                         3,479                -                 -                -                -
     Consulting fees                            59,502                -             3,472                -                -
     Salaries and benefits                     272,765                -            52,513                -            6,985
     Travel                                     56,088                -             1,962                -              664
                                      ----------------  ---------------  ----------------  ---------------  ---------------
                                               397,696                -            58,193                -            7,649
                                      ----------------  ---------------  ----------------  ---------------  ---------------
   Product development
     Consulting fees                            74,667                -            21,266                -                -
     Salaries and benefits                     602,914                -            73,203                -            7,656
     Travel                                     25,888                -             1,131                -              265
     Test project                                    -                -             8,772                -                -
                                      ----------------  ---------------  ----------------  ---------------  ---------------
                                               703,469                -           104,372                -            7,921
                                      ----------------  ---------------  ----------------  ---------------  ---------------
   General and administrative
     Advertising and promotion                   2,196                -                 -                -                -
     Bad debts                                  25,681                -                 -                -                -
     Bank charges and interest                  40,712            9,824            12,340            3,279            4,316
     Communication                              45,717                -             8,210                -            3,383
     Computer and office supplies              109,816            1,823            10,114                -            1,607
     Consulting fees                           259,762                -                 -                -                -
     Depreciation and amortization             252,483                -            66,653                -           21,845
     Employee relocation                         9,080                -                 -                -                -
     Forgiveness of debt (Note 3)              (66,500)         (66,500)                -                -                -
     Loss on disposition of capital
       Assets                                   40,318                -                 -                -                -
     Professional fees (recovery)              315,467           31,274            53,215           (3,575)           6,950
     Rent                                      107,165                -            29,612                -            8,771
     Salaries and benefits                     258,980           25,735            51,302            3,210           13,383
     Stock award compensation
       (recovery)                              237,501                -          (103,971)               -          106,186
     Technical advisory board                    9,932                -             5,035                -            2,160
     Travel                                     21,873                -             1,066                -              480
     Write-down of capital assets
       and goodwill                            140,858                -           189,922                -          189,922
     Write-off of deferred
       Acquisition costs (Note 5)               66,500           66,500                 -                -                -
                                      ================  ===============  ================  ===============  ===============
                                             1,877,541           68,656           323,498            2,914          359,003
                                      ================  ===============  ================  ===============  ===============
   Interest income                             (22,107)               -                 -                -                -
                                      ----------------  ---------------  ----------------  ---------------  ---------------
   Total expenses (recovery)                 2,956,599           68,656           486,063            2,914          374,573
                                      ----------------  ---------------  ----------------  ---------------  ---------------
Net loss                              $     (2,950,474) $       (68,656) $       (480,850) $        (2,914) $      (374,573)
                                      ================  ===============  ================  ===============  ===============
Weighted average number of
   shares outstanding                                           414,230           414,230          414,230          414,230
                                                        ---------------  ----------------  ---------------  ---------------
Loss per share - basic and diluted                      $         (0.17) $          (1.16) $         (0.01) $         (0.90)
                                                        ---------------  ----------------  ---------------  ---------------

</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
                                                                         September 30       September 30        September 30
                                                                                 2002               2002                2001
                                                                    -----------------  -----------------  ------------------
<S>                                                                 <C>                <C>                <C>
Cash derived from (applied to)

   OPERATING
     Net loss                                                       $      (2,950,474) $         (68,656) $         (480,850)
     Write-off of amount due from company controlled
       by a shareholder                                                        17,208                  -                   -
     Loss on disposition of capital assets                                     40,318                  -                   -
     Write-down of capital assets and goodwill                                140,858                  -             189,922
     Depreciation and amortization                                            252,483                  -              66,653
     Interest on promissory notes                                               1,250                  -                   -
     Stock award compensation expense                                         239,135              1,634            (103,971)
     Shares issued for services rendered                                      111,938                  -                   -
     Write-off of deferred acquisition costs                                   66,500             66,500                   -
     Forgiveness of debt (Note 3)                                             (66,500)           (66,500)                  -
     Change in non-cash operating working capital                                                      -                   -
       Receivables                                                             14,944              9,754               8,066
       Prepaids                                                                     -                  -               3,193
       Accounts payable and accruals                                          331,770             19,485             202,519
                                                                    -----------------  -----------------  ------------------

                                                                           (1,800,570)           (37,783)           (114,468)
                                                                    -----------------  -----------------  ------------------
   FINANCING
     Bank indebtedness                                                              -                  -             (19,610)
     Promissory notes                                                         279,505             95,153               4,792
     Shares issued for cash                                                 1,257,441                  -             125,000
     Share subscriptions received                                             610,750              9,500                   -
     Cash assumed on acquisition of subsidiary                                 34,113                  -                   -
     Payment of promissory notes payable by subsidiary
       Company                                                               (127,373)                 -                   -
                                                                    =================  =================  ==================

                                                                            2,054,436            104,653             110,182
                                                                    =================  =================  ==================
   INVESTING
     Deferred acquisition costs                                               (66,500)           (66,500)                  -
     Acquisition of capital assets                                           (192,947)                 -                   -
     Proceeds on disposition of capital assets                                 24,786                  -               4,286
     Advances to company controlled by a shareholder                          (17,208)                 -                   -
                                                                    -----------------  -----------------  ------------------

                                                                             (251,869)           (66,500)              4,286
                                                                    -----------------  -----------------  ------------------

Net increase in cash                                                            1,997                370                   -

Cash

   Beginning of period                                                              -              1,627                   -
                                                                    =================  =================  ==================

   End of period                                                    $           1,997  $           1,997  $              Nil
                                                                    =================  =================  ==================
</TABLE>

<TABLE>
<S>                                                                 <C>                <C>                <C>
NON-CASH INVESTING AND FINANCING ITEMS NOT INCLUDED IN CASH FLOWS
   Stock award compensation expense                                 $         239,135  $           1,634  $         (103,971)
   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)
September 30, 2002
--------------------------------------------------------------------------------

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
uncertain that the company will be able to continue as a going concern. As a
result of not having the funds to continue to develop its technologies, the
company has written off all goodwill.

At September 30, 2002, the company had minimal cash, no operations and 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. During the nine months ended
September 30, 2002, the company secured a minimal amount of funding, which has
provided it with additional time in which to find a merger partner. There can be
no assurance that any negotiations will be successfully concluded. During the
period ending September 30, 2002, the company restructured its outstanding
common stock to improve its attractiveness to potential acquisition and merger
candidates.

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

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, 2001 and 2000
included in the company's Annual Report on Form 10-KSB.




<PAGE>
NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(expressed in U.S. dollars)
September 30, 2002
--------------------------------------------------------------------------------

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

DEFERRED ACQUISITION COSTS

Deposits paid in connection with potential acquisitions currently being
negotiated have been deferred. These costs will be treated as a cost of
acquisition and will be allocated to the net tangible assets acquired when the
acquisition(s) are recorded. Should the acquisition(s) not be successfully
concluded, these deposits will be written off.

CONSOLIDATION

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

RECENT ACCOUNTING PRONOUNCEMENT

In June 2002, the FASB issued SFAS No. 146, "Account for Costs Associated with
Exit or Disposal Activities", which addresses accounting for restructuring and
similar costs. SFAS No. 146 supersedes previous accounting guidance, principally
Emerging Issues Task Force Issue No. 94-3. SFAS No. 146 requires that the
liability for costs associated with an exit or disposal activity be recognized
when the liability is incurred. SFAS No. 146 also establishes that the liability
should initially be measured and recorded at fair value. Accordingly, SFAS No.
146 may affect the timing of recognizing future restructuring costs as well as
the amount recognized. SFAS No. 146 is effective for exit or disposal activities
that are initiated after December 31, 2002. Management believes that the
adoption of SFAS No. 146 will not have a material impact on its financial
position or results of operations.

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

3.   CONVERTIBLE PROMISSORY NOTES

During the nine months ended September 30, 2002, the company obtained financing
under several promissory notes payable to companies with a director in common
that are convertible into the company's common shares at a price of $0.25 per
share. The promissory notes are unsecured, bear interest at 15% per annum, and
are repayable one year after their issuance. Of the total $95,153 received under
those convertible promissory notes during 2002, the creditors have agreed to
forgive $66,500.

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

4.   CAPITAL STOCK

SHARE CONSOLIDATION


On March 18, 2002, the Board of Directors authorized a 1 for 50 reverse stock
split. Effective April 8, 2002, one new share of common stock was issued for
each 50 shares of previously issued and outstanding common stock. All shares and
per-share amounts disclosed in these financial statements are expressed at the
post-consolidation amounts.



<PAGE>


NETMEASURE TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(expressed in U.S. dollars)
September 30, 2002
--------------------------------------------------------------------------------

4.   CAPITAL STOCK (continued)

RESTRICTED SECURITIES

Of the issued and outstanding shares, 117,700 shares are restricted securities
as defined under the Securities Act of 1933 and in the future may be sold only
in compliance with Rule 144 of the Act, pursuant to a registration statement
filed under the Act, or other applicable exemptions from registration
thereunder.

1999 STOCK INCENTIVE PLAN

The company had authorized 30,390 shares of common stock for issuance to
eligible employees. The Plan authorized 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 19,700
shares at a weighted average price of $62.50. Compensation under the plan has
been charged to earnings over the vesting period. In the year ended December 31,
2001, all unissued restricted stock awards were cancelled and the share
certificates returned to the company.

SHARE SUBSCRIPTIONS

<TABLE>
<CAPTION>
                                                          AS AT SEPTEMBER 30, 2002              AS AT DECEMBER 31, 2001
                                                       -----------------------------         -----------------------------
                                                          NUMBER                                 NUMBER
                                                       OF SHARES              AMOUNT          OF SHARES             AMOUNT
                                                       ---------              ------          ---------             ------
<S>                                                    <C>               <C>                  <C>          <C>
Units issued at $2.00 per unit. Each unit consists
  of one common share and one share purchase warrant
  that entitles the unit holder to purchase a share
  of the company's common stock for $2.50. The
  warrants expire  on March 1, 2002                        6,000             600,000              6,000        $   600,000
Bonus shares issuable in connection with $75,000
  promissory note                                          1,000               1,250              1,000              1,250
Shares issued for cash at $0.10 per Share                 95,000               9,500                 --                 --
                                                         -------             -------              -----        -----------
                                                         102,000             610,750              7,000        $   601,250
                                                         =======             =======              =====        ===========
</TABLE>


Subsequent to September 30, 2002, the company received $3,500 cash for the
issuance of 35,000 common shares.

OPTIONS

Included in promissory notes is a promissory note that bears interest at 10% per
annum plus a bonus of 1,000 shares of capital stock. Under the loan agreement,
the lender was entitled to receive options to acquire 1,000 additional shares at
$5.00 per share if the note was presented for payment and was not paid on
December 1, 2000. The holder would also be entitled to receive options to
acquire a further 1,000 shares at $5.00 per share if the loan was not paid by
January 2, 2001. Thereafter the option would double every 30 days. The bonus
shares have been recorded as interest expense at an estimate of their fair value
based on the Black-Scholes option pricing model, with the options having a fair
value of $Nil.

<PAGE>

If the holder does have the right to receive the options, the holder would be
entitled to receive options to acquire a further 1,000 shares at $5.00 per share
as the note was not paid on January 2, 2001 and another 1,000 options since the
note was not paid on February 1. Thereafter the options entitlement doubles
every 30 days until the note is repaid. Assuming the noteholder is entitled to
all options issuable under the terms of the note, as of September 30, 2002, the
noteholder held options to acquire 524,288,000 shares at $5.00 per share. These
options expire on Dec. 14th, 2002.

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

5.   WRITE-OFF OF DEFERRED ACQUISITION COSTS

During the nine months ended September 30, 2002, the company wrote off its
deferred acquisition costs as management concluded that it was unlikely that
these acquisitions would be successfully concluded.

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

6.   RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2002, the company paid $3,000 (2001:
$16,000) to a company controlled by a director.


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

The company has no established source of revenue and is dependent on its ability
to raise substantial amounts of equity funds or merge with another company. This
raises substantial doubt about its ability to continue as a going concern.

                                PLAN OF OPERATION

As a result of running out of funding, the company was forced to discontinue its
development and marketing activities at the end of August 31, 2001. As a result
of not having the funds to continue to develop its technologies, the company
tried for several months to find a buyer for its intellectual property. However,
it was unsuccessful in achieving this objective and wrote off goodwill
associated with the technology in 2001.

The company's Board of Directors plans to continue its search to find another
operating company with which to merge. In the three months ended September 30,
2002 the company secured a small amount of funding, which has provided it with
additional time and resources in which to find a merger partner. To date, the
company has not been able to successfully conclude any negotiations with
potential acquisition and merger candidates and there can be no assurance that
any negotiations will be successfully concluded.

      COMPARISON OF FISCAL QUARTERS ENDING SEPT 30, 2002 AND SEPT 30, 2001

During the fiscal quarter ending September 30, 2002 the Company had no revenues
and a net loss of $2,914. The company's primary activities during the quarter
were related to financing and merger discussions. For the nine months ending
September 30, 2002 the Company had no revenues and a net loss of $68,656.

During the fiscal quarter ending September 30, 2001 the Company had no revenues
and a net loss of $374,573. For the nine-month period ending September 30, 2001
the Company had revenues of $5,213 and a net loss of $480,850.


<PAGE>

                          PART II -- OTHER INFORMATION

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

ITEM 5.  OTHER EVENTS

On September 27, 2002, Ryan Henning resigned as a Director and Vice President of
the Company. Relations between the Company and Mr. Henning continue to be
positive. Mr. Peter Laipnieks was appointed to the Company's Board of Directors
on December 6, 2002, replacing Mr. Henning. Mr. Laipnieks will also serve as the
Company's Vice-President and Secretary.



                                   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 December 19, 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 December 19, 2002


By  /S/ PETER LAIPNIEKS
  ----------------------------------------------------------------
    LAIPNIEKS, DIRECTOR AND VICE PRESIDENT

Date December 19, 2002