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: 	SEPTEMBER 30, 2002

[ ] 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 0-33307

NOMATTERWARE, INC. 
(Exact name of small business issuer

as specified in its charter)

|NEVADA
(State or other jurisdiction of
incorporation or organization) |  |  | 77-0426995
IRS Employer
Identification No.)
|--------------------------------------------------------------------- |  |  | -------------------------------------------

Suite 500, 2710-17th Ave S.E., Calgary, Alberta, Canada T2A 0P6
(Address of principal executive offices)

(403) 705-1953
(Issuer's telephone number)

(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 XNo

State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date:

8,187,932 shares of common stock, $0.001 par value, as of November 11, 2002

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 and six month periods ended September 30, 2002 and 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December



|                                                     | Page   
|---------------------------------------------------- | -------
|Unaudited Consolidated Financial Statements          |        
|Balance Sheets                                       | 3      
|Statements of Operations                             | 4      
|Statements of Shareholders' Deficiency               | 5      
|Statements of Cash Flows                             | 6      
|Notes to Unaudited Consolidated Financial Statements | 7 to 15

2

NoMatterWare Inc.

|                                                 |                                      |             |  |             | September 30, |           | December 31,
|------------------------------------------------ | ------------------------------------ | ----------- |  | ----------- | ------------- | --------- | ------------
|                                                 |                                      |             |  |             | 2002          |           | 2001        
|                                                 |                                      |             |  |             | (Unaudited)   |           |             
|                                                 |                                      |             |  |             |               |           |             
|Assets                                           |                                      |             |  |             |               |          
|Current                                          |                                      |             |  |             |               |          
|                                                 | Cash and cash equivalents            |             |  | $           | 32            | $         | 2,256       
|                                                 | Accounts receivable                  |             |  |             | 13,589        |           | 43,828      
|                                                 | Deposits and retainers               |             |  |             | 2,478         |           | 10,252      
|                                                 |                                      |             |  |             |               |           |             
|                                                 |                                      |             |  |             | 16,099        |           | 56,336      
|                                                 |                                      |             |  |             |               |           |             
|Property and equipment (Note 4)                  |                                      |             |  | 54,175      |               | 147,215  
|Software technology                              |                                      |             |  | 337,650     |               | 337,650  
|Deferred development costs                       |                                      |             |  | 718,503     |               | 917,196  
|                                                 |                                      |             |  |             |               |           |             
|                                                 |                                      |             |  | $           | 1,126,427     | $         | 1,458,397   
|                                                 |                                      |             |  |             |               |           |             
|                                                 |                                      |             |  |             |               |           |             
|Liabilities                                      |                                      |             |  |             |               |          
|Current                                          |                                      |             |  |             |               |          
|                                                 | Payables and accruals                |             |  | $           | 805,659       | $         | 364,803     
|                                                 | Loan payable (Note 5)                |             |  |             | 995,615       |           | 15,713      
|                                                 | Current portion of long-term debt    |             |  |             | 45,474        |           | 45,474      
|                                                 |                                      |             |  |             |               |           |             
|                                                 |                                      |             |  |             | 1,846,748     |           | 425,990     
|Long term debt (Note 6)                          |                                      |             |  | 568,723     |               | 731,559  
|                                                 |                                      |             |  |             |               |           |             
|                                                 |                                      |             |  |             | 2,415,471     |           | 1,157,549   
|                                                 |                                      |             |  |             |               |           |             
|Shareholders' Deficiency                         |                                      |             |  |             |               |          
|Capital stock (Note 7)                           |                                      |             |  | 1,725,395   |               | 1,614,105
|Contributed Capital (Note 8)                     |                                      |             |  | 227,100     |               | 227,100  
|Deficit accumulated during the development stage |                                      | (3,235,699) |  | (1,544,233)
|Foreign exchange adjustment                      |                                      |             |  | (5,840)     |               | 3,876    
|                                                 |                                      |             |  |             |               |           |             
|                                                 |                                      |             |  |             | (1,289,044)   |           | 300,848     
|                                                 |                                      |             |  |             |               |           |             
|                                                 | Liabilities & Shareholder Deficiency |             |  | $           | 1,126,427     | $         | 1,458,397   

_______________________________________________________________________________

See accompanying notes to the consolidated financial statements.

3

NoMatterWare Inc.

|                                         |                   |           |                             |           |                            |           |                 |           |           |             | From date    
|---------------------------------------- | ----------------- | --------- | --------------------------- | --------- | -------------------------- | --------- | --------------- | --------- | --------- | ----------- | -------------
|                                         |                   |           | Three Months Ended Sept 30, |           | Nine Months Ended Sept 30, |           | of inception to
|                                         |                   |           | 2002                        |           | 2001                       |           | 2002            |           | 2001      |             | Sept 30, 2002
|                                         |                   |           | (Unaudited)                 |           |                            |           |                 |           |           |             |              
|                                         |                   |           |                             |           |                            |           |                 |           |           |             |              
|                                         |                   |           |                             |           |                            |           |                 |           |           |             |              
|Revenue                                  | $                 | 7,363     | $                           | (15,155)  | $                          | 21,688    | $               | 81,059    | $         | 104,870    
|                                         |                   |           |                             |           |                            |           |                 |           |           |             |              
|Expenses                                 |                   |           |                             |           |                            |           |                 |           |           |            
|                                         | Advertising       |           | 3,594                       |           | 7,627                      |           | 12,822          |           | 11,900    |             | 121,756      
|                                         | Depreciation      |           | (8,684)                     |           | -                          |           | 11,446          |           | 33,299    |             | 77,546       
|                                         | Consulting        |           | 75,787                      |           | (16,131)                   |           | 248,111         |           | 15,394    |             | 864,198      
|                                         | Office            |           | 77,132                      |           | 24,905                     |           | 148,449         |           | 45,260    |             | 379,399      
|                                         | Professional Fees |           | 25,372                      |           | 41,218                     |           | 117,385         |           | 69,195    |             | 227,651      
|                                         | Rent              |           | 25,616                      |           | 26,931                     |           | 76,076          |           | 58,308    |             | 201,319      
|                                         | Travel            |           | 1,614                       |           | 2,989                      |           | 11,393          |           | 30,013    |             | 97,100       
|                                         | Wages             |           | 274,685                     |           | (1,424)                    |           | 355,454         |           | 88,598    |             | 639,582      
|                                         |                   |           |                             |           |                            |           |                 |           |           |             |              
|                                         |                   |           | 475,116                     |           | 86,115                     |           | 981,136         |           | 351,967   |             | 2,608,551    
|                                         |                   |           |                             |           |                            |           |                 |           |           |             |              
|Loss before the undernoted               |                   | (467,753) |                             | (101,270) |                            | (959,448) |                 | (270,908) |           | (2,503,681)
|                                         |                   |           |                             |           |                            |           |                 |           |           |             |              
|Write-down of deferred development costs |                   |           | (732,018)                   |           | -                          |           | (732,018)       |           | -         |             | (732,018)    
|                                         |                   |           |                             |           |                            |           |                 |           |           |             |              
|Net Loss                                 |                   | $         | (1,199,771)                 | $         | (101,270)                  | $         | (1,691,466)     | $         | (270,908) | $           | (3,235,699)  
|                                         |                   |           |                             |           |                            |           |                 |           |           |             |              
|Basic and diluted loss per share         | $                 | (0.15)    | $                           | (0.02)    | $                          | (0.21)    | $               | (0.05)    | $         | (0.40)     

4

NoMatterWare Inc.

|                             |  |  |   |             | Nine Months EndedSept 30, 2002 |             | Year EndedDecember 31, 2001
|---------------------------- |  |  | - | ----------- | ------------------------------ | ----------- | ---------------------------
|                             |  |  |   |             | (Unaudited)                    |             |                            
|                             |  |  |   |             |                                |             |                            
|Deficit, beginning of period |  |  | $ | (1,544,233) | $                              | (1,120,089)
|                             |  |  |   |             |                                |             |                            
|Net loss                     |  |  |   | (1,691,466) |                                | (424,144)  
|                             |  |  |   |             |                                |             |                            
|Deficit, end of period       |  |  | $ | (3,235,699) | $                              | (1,544,233)

__________________________________________________________________________________________

See accompanying notes to the consolidated financial statements.

5

NoMatterWare Inc.

|                                         |                                           |   |                             |   |                            |   |                 |   |             |   | From date    
|---------------------------------------- | ----------------------------------------- | - | --------------------------- | - | -------------------------- | - | --------------- | - | ----------- | - | -------------
|                                         |                                           |   | Three Months Ended Sept 30, |   | Nine Months Ended Sept 30, |   | of inception to
|                                         |                                           |   | 2002                        |   | 2001                       |   | 2002            |   | 2001        |   | Sept 30, 2002
|                                         |                                           |   | (Unaudited)                 |   |                            |   |                 |   |             |   |              
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|Increase (decrease) in cash and cash     |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         | equivalents                               |   |                             |   |                            |   |                 |   |             |   |              
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|Operating                                |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         | Net loss                                  | $ | (1,199,771)                 | $ | (101,270)                  | $ | (1,691,466)     | $ | (270,908)   | $ | (3,235,699)  
|                                         | Depreciation and amortization             |   | (8,684)                     |   | -                          |   | 11,446          |   | 33,299      |   | 77,546       
|                                         | Write down of development costs           |   | 732,018                     |   | -                          |   | 732,018         |   |             |   | 732,018      
|                                         | Foreign currency translation adjustment   |   | (23,565)                    |   | (2,026)                    |   | (9,716)         |   | (1,203)     |   | (5,840)      
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         |                                           |   | (500,002)                   |   | (103,296)                  |   | (957,718)       |   | (238,812)   |   | (2,431,975)  
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         | Change in non-cash operating              |   |                             |   |                            |   |                 |   |             |   |              
|                                         | working capital (Note 9)                  |   | 219,662                     |   | 154,310                    |   | 478,869         |   | (245,363)   |   | 789,592      
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         |                                           |   | (280,340)                   |   | 51,014                     |   | (478,849)       |   | (484,175)   |   | (1,642,383)  
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|Financing                                |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         | Increase (decrease) from long term debt   |   | 322,108                     |   | 55,098                     |   | 388,164         |   | 461,739     |   | 614,197      
|                                         | Increase (decrease) in loans payable      |   | 17,037                      |   | -                          |   | 428,902         |   | -           |   | 995,615      
|                                         | Issue of common shares                    |   | 25,142                      |   | 1,000,050                  |   | 111,290         |   | 990,794     |   | 1,952,495    
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         |                                           |   | 364,287                     |   | 1,055,148                  |   | 928,356         |   | 1,452,533   |   | 3,562,307    
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|Investing                                |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         | Sale (Purchase) of property and equipment |   | 81,724                      |   | (39,287)                   |   | 81,594          |   | (9,431)     |   | (131,721)    
|                                         | Deferred development costs                |   | (166,062)                   |   | (1,061,068)                |   | (533,325)       |   | (1,061,068) |   | (1,450,521)  
|                                         | Purchase of software technology           |   | -                           |   | -                          |   | -               |   | -           |   | (337,650)    
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         |                                           |   | (84,338)                    |   | (1,100,355)                |   | (451,731)       |   | (1,070,499) |   | (1,919,892)  
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|Net (decrease) increase in cash and cash |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         | equivalents                               |   | (391)                       |   | 5,807                      |   | (2,224)         |   | (102,141)   |   | 32           
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|Cash and cash equivalents,               |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         | Beginning of period                       |   | 423                         |   | (3,296)                    |   | 2,256           |   | 104,652     |   | -            
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              
|                                         | End of period                             | $ | 32                          | $ | 2,511                      | $ | 32              | $ | 2,511       | $ | 32           
|                                         |                                           |   |                             |   |                            |   |                 |   |             |   |              

________________________________________________________________________________________

See accompanying notes to the consolidated financial statements.

6

NoMatterWare Inc.

_______________________________________________________________________________

1.		Nature of operations

NoMatterWare, Inc. (the "Company" or "NoMatterWare") was incorporated on April 16, 1996 under the laws of the State of Nevada. The Company currently has limited revenue from operationsand in accordance with SFAS #7, is considered a development stage company.

Effective September 12, 2001, the Securities and Exchange Commission approved the acquisition of NoMatterWare Inc. Subsequent to that date, the Company changed its name to NoMatterWare Inc. and the original NoMatterWare was renamed NMW, Inc.

This acquisition has been accounted for using the "pooling of interests" method and the results of NoMatterWare Inc.'s operations are included in this consolidation from the date of NoMatterWare Inc.'s incorporation, May 14, 1999.

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company has not established revenues sufficient to cover its operating costs and allow it to continue as a going concern.

_______________________________________________________________________________

2.		Summary of significant accounting policies

This summary of accounting policies for NoMatterWare Inc. is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles in the United States and have been consistently applied in the preparation of the financial statements. Amounts are expressed in U.S. dollars.

Principles of consolidation

The consolidated financial statements include the accounts of its wholly owned subsidiaries, after the elimination of inter-company transactions and balances.

7

NoMatterWare Inc.(formerly, Cactus Spina, Inc.)(A Development Stage Company)Notes to the Consolidated Financial Statements(Amounts are expressed in U.S. Dollars)(Unaudited)September 30, 2002

_______________________________________________________________________________

2.		Summary of significant accounting policies

Cash and cash equivalents

For the purposes of the statement of cash flows, the Company considers all cash on hand and cash on deposit with banks and held in trust by lawyers, without restrictions to be cash and cash equivalents.

Use of estimates

The preparation of the financial statements in accordance with generally accepted principles requires management to make estimates and assumptions that affect the amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ and affect the results reported in these consolidated financial statements.

Financial instruments

The Company has estimated the value of its financial instruments, which include accounts receivable, accounts payable and loans payable. The Company used valuation methodologies and market information available as at period end and has determined that the carrying amounts of such financial instruments approximate fair market value in all cases.

Depreciation

Depreciation is provided over the estimated useful lives of the property and equipment using the following methods and annual rates:

| | Furniture and equipment |  |  | 30% declining balance  | 
| | ----------------------- |  |  | ---------------------- | 
| | Computer hardware       |  |  | 30% declining balance  | 
| | Leasehold improvements  |  |  | 5 years, straight line | 
| | Auto equipment          |  |  | 30% declining balance  | 

Amortization of intangibles

The software license purchased will be amortized upon the Company commencing operations using the software application.

8

NoMatterWare Inc.

________________________________________________________________________________

2.		Summary of significant accounting policies

Deferred development costs

All costs relating to software tools developed in conjunction with the technology license are deferred. These costs will be amortized over the estimated useful life of each project commencing with commercial sale of the software tools. Should the Company determine that no future benefit will be realized from a project, related unamortized costs remaining will be charged to operations.

Translation of foreign currencies

All of the assets and liabilities of self-sustaining subsidiaries are translated at the year end rate of exchange. Revenue and expenses are translated at the average rate of exchange for the year. The translation adjustment is included in the shareholders' equity on the consolidated balance sheet under the caption "Foreign exchange adjustment".

Loss per share

Loss per share is based upon the weighted average number of shares outstanding during the period and loss available to common shareholders. Comparative figures are based on the shares of its subsidiary company NMW, Inc. as outlined in Note 3

Income taxes

The Company uses the liability method for accounting for income taxes where future tax assets and liabilities are recognized based on differences between carrying value and tax value of assets and liabilities.

_________________________________________________________________________________

3.		Business combination

Effective [December 12, 2001], pursuant to a Form S-4 Registration Statement, NoMatterWare, acquired all the issued and outstanding common shares of NMW Inc. (NMW) (formerly, NoMatterWare Inc.). As consideration NoMatterWare issued 5,280,592 common shares on the basis of one share for one NMW share so acquired. As a result, the former shareholders of NMW hold in excess of 50 percent of the voting shares of the combined entity.

NoMatterWare and NMW are related corporations by virtue of common directors and management. The acquisition has been recorded based on the carrying value of the net assets of NoMatterWare being $Nil.

9

NoMatterWare Inc.(formerly, Cactus Spina, Inc.)(A Development Stage Company)Notes to the Consolidated Financial Statements(Amounts are expressed in U.S. Dollars)(Unaudited)September 30, 2002

__________________________________________________________________________________

4.		Property and equipment

| |                        |           |  |              |  | September 30, |  | December 31,
| | ---------------------- | --------- |  | ------------ |  | ------------- |  | ------------
| |                        |           |  |              |  | 2002          |  | 2001        
| |                        |           |  | Accumulated  |  | Net Book      |  | Net Book    
| |                        | Cost      |  | Depreciation |  | Value         |  | Value       
| |                        |           |  |              |  |               |  |             
| | Furniture and fixtures | $ 29,585  |  | $ 16,849     |  | $ 12,736      |  | $ 16,092    
| | Computers              | 54,615    |  | 46,189       |  | 8,426         |  | 91,207      
| | Leasehold Improvements | 40,280    |  | 10,533       |  | 29.747        |  | 35,789      
| | Auto equipment         | 4,588     |  | 1,322        |  | 3,266         |  | 4,126       
| |                        |           |  |              |  |               |  |             
| |                        | $ 129,068 |  | $ 74,893     |  | $ 54,175      |  | $ 147,214   
| |                        |           |  |              |  |               |  |             

_______________________________________________________________________________

5.		Loans payable

|                                                                                     |   | September 30, |   | December 31,
|------------------------------------------------------------------------------------ | - | ------------- | - | ------------
|                                                                                     |   | 2002          |   | 2001        
|                                                                                     |   |               |   |             
|Promissory note, bearing interest at 10%, repayable
at $25,000 Cdn. by July 17, 2003 | $ | 16,898        | $ | 15,713      
|                                                                                     |   |               |   |             
|Convertible debentures, bearing interest at Royal
Bank of Canada prime rate plus 2%  |   | 968,922       |   | -           
|                                                                                     |   |               |   |             
|Due to insiders                                                                      |   | 9,795         |   | -           
|                                                                                     |   |               |   |             
|                                                                                     |   |               |   |             
|                                                                                     | $ | 995,615       | $ | 15,713      

Debentures mature from February 2003 to June 2003 and are convertible into common shares at varying rates from $0.22 to $1.00 of debenture outstanding for one common share to a maximum number of shares to be issued of 1,243,305.

10

NoMatterWare Inc.

_______________________________________________________________________________

6.		Long-term debt

|                                                                                                                                                                      |   | September 30, |   | December 31,
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------- | - | ------------
|                                                                                                                                                                      |   | 2002          |   | 2001        
|                                                                                                                                                                      |   |               |   |             
|Loan payable to a company controlled by affiliates of the Company, non-interest bearing, with no set terms of repayment                                               | $ | 79,436        | $ | 79,580      
|                                                                                                                                                                      |   |               |   |             
|Loan payable to a company controlled by the
former President of the Company, bearing
interest at 12% repayable in monthly instalments
of $614 per month plus interest |   | 53,486        |   | 64,941      
|                                                                                                                                                                      |   |               |   |             
|Convertible debentures, bearing interest at Royal
Bank of Canada prime rate plus 2%                                                                                   |   | -             |   | 551,000     
|                                                                                                                                                                      |   |               |   |             
|Other loans, non-interest bearing, with no set
terms of repayment                                                                                                     |   | 195,152       |   | 34,953      
|                                                                                                                                                                      |   |               |   |             
|Equipment lease, repayable in monthly instalments
of $3,278 including interest, maturing October 2003                                                                 |   | 36,123        |   | 46,559      
|                                                                                                                                                                      |   |               |   |             
|Loan payable To President                                                                                                                                             |   | 250,000       |   | -           
|                                                                                                                                                                      |   |               |   |             
|                                                                                                                                                                      |   | 614,197       |   | 777,033     
|Less current portion                                                                                                                                                  |   | (45,474)      |   | (45,474)    
|                                                                                                                                                                      |   |               |   |             
|                                                                                                                                                                      | $ | 568,723       | $ | 731,559     

The amount of $250,000 due to the President of the Company is currently non-interest bearing with no set terms of repayment. The President has agreed to postpone any repayment of the loan until the Company has an established revenue source and positive operating cash flow at which time payment terms will be negotiated.

11

NoMatterWare Inc.

__________________________________________________________________________________

7.		Capital stock

|Authorized: |                                                                                          |           |                    |             |  |             |                  
|----------- | ---------------------------------------------------------------------------------------- | --------- | ------------------ | ----------- |  | ----------- | -----------------
|            | The Company is authorized to issue 100,000,000 common shares with a par value of $0.001.
|            |                                                                                          |           |                    |             |  |             |                  
|            |                                                                                          |           |                    |             |  |             |                  
|            |                                                                                          |           | September 30, 2002 |             |  |             | December 31, 2001
|            |                                                                                          | Number of |                    |             |  | Number of   |                  
|            |                                                                                          | Shares    |                    | Value       |  | Shares      |                  
|            | Issued:                                                                                  |           |                    |             |  |             |                  
|            |                                                                                          |           |                    |             |  |             |                  
|            | Balance, beginning of year                                                               | 7,280,592 |                    | $ 1,614,105 |  | 5,280,592   |                  
|            | Adjustment on business
Combination                                                       | -         |                    | -           |  | (4,280,592) |                  
|            |                                                                                          | 7,280,592 |                    | 1,614,105   |  | 1,000,000   |                  
|            |                                                                                          |           |                    |             |  |             |                  
|            | Shares issued for services                                                               | 817,340   |                    | 89,898      |  | -           |                  
|            | Shares issued for convertible debentures                                                 | 90,000    |                    | 21,392      |  |             |                  
|            | Shares issued to acquire
Subsidiary                                                      | -         |                    | -           |  | 5,280,592   |                  
|            | Shares issued as repayment
of loans payable                                              | -         |                    | -           |  | 1,000,000   |                  
|            |                                                                                          |           |                    |             |  |             |                  
|            | Balance, end of September 30, 2002                                                       | 8,187,932 |                    | $ 1,725,395 |  | 7,280,592   |                  
|            |                                                                                          |           |                    |             |  |             |                  

Common shares were issued to a company controlled by the former President of the Company as partial repayment of loans advanced to the Company to finance operations.

Stock options

The Company has established a stock option plan whereby the Company may issue from time to time options to designated officers, employees and certain directors stock options to purchase common shares in the capital of the Company to a maximum of 2,000,000 shares. Current stock options granted vest 50% upon granting and 25% at one and two year anniversary dates from the date of granting.

The Company has adopted the disclosure only provisions of SFAS #123, "Accounting for Stock- Based Compensation". The Company applies APB Opinion No.25, "Accounting for Stock issued to Employees" in accounting for its plan and generally does not recognize compensation expense for its stock based compensation plans

On March 5, 2002 the Company's stock was approved for quotation on the Over-the-Counter Bulletin Board. Due to the short trading period the volatility cannot be accurately measured for the purposes of the calculation of the fair market value of the stock based compensation and as such, are not included in these statements.

12

NoMatterWare Inc.

_____________________________________________________________________________

7. Capital Stock (cont'd)

Stock options

The following tables summarize stock option information as at September 30, 2002

|                                   |  |           |                     | September 30, 2002 |                | December 31, 2001 |            
|---------------------------------- |  | --------- | ------------------- | ------------------ | -------------- | ----------------- | -----------
|                                   |  |           |                     |                    | Weighted       |                   |            
|                                   |  |           |                     |                    | average        |                   |            
|                                   |  |           |                     | Shares             | exercise price |                   | Shares     
|                                   |  |           |                     |                    |                |                   |            
|                                   |  |           |                     |                    |                |                   |            
|Outstanding, beginning of period   |  | 400,000   | 0.50                |                    | 0              | 0.00             
|Granted                            |  |           |                     | 724,000            | 0.53           |                   | 400,000    
|                                   |  |           |                     |                    |                |                   |            
|Outstanding, end of period         |  | 1,124,000 | 0.52                |                    | 400,000        | 0.50             
|                                   |  |           |                     |                    |                |                   |            
|Options exercisable, end of period |  | 574,500   | 0.52                |                    | 200,000        | 0.50             
|                                   |  |           |                     |                    |                |                   |            
|                                   |  |           | Options outstanding |                    |                |                  
|                                   |  |           |                     | Remaining          | Weighted       |                   | Number     
|Exercise                           |  |           | Number              | Contractual        | average        |                   | of options 
|Price                              |  |           | outstanding         | Life               | exercise price |                   | exercisable
|                                   |  |           |                     |                    |                |                   |            
|$0.50                              |  |           | 400,000             | 3.58               | 0.50           |                   | 200,000    
|$0.50 - $1.00                      |  | 724,000   | 9.92                | 0.53               |                | 374,500           |            
|                                   |  |           |                     |                    |                |                   |            

Warrants

In conjunction with the advance of certain debentures, the Company issued 372,843 share purchase warrants with each warrant entitling the holder to purchase one common share at prices varying from $0.47 to $1.00 per share for maximum possible proceeds of $216,582, with expiry dates ranging from February 22 to May 17, 2003.

13

NoMatterWare Inc.(formerly, Cactus Spina, Inc.)(A Development Stage Company)Notes to the Consolidated Financial Statements(Amounts are expressed in U.S. Dollars)(Unaudited)September 30, 2002

____________________________________________________________________________

In addition, the Company has committed to issue 4,563 common shares as bonus interest on certain debentures. The bonus amount will be recorded when the shares are issued based on their trading value at that date.

8.		Contributed capital

Effective September 1, 1999, the Company purchased development software from a company controlled by affiliates of the Company. The agreement included the payment of monthly maintenance fees of Cdn $30,000. Effective April 30, 2001, the agreement was amended to waive the maintenance fees from the original date of the agreement. The recovery of these fees have been recorded as contributed capital.

____________________________________________________________________________

9.		Change in non-cash operating working capital

| |                        |   |                             |   |                            |   |                 |   |           |   | From date    
| | ---------------------- | - | --------------------------- | - | -------------------------- | - | --------------- | - | --------- | - | -------------
| |                        |   | Three Months Ended Sept 30, |   | Nine Months Ended Sept 30, |   | of inception to
| |                        |   | 2002                        |   | 2001                       |   | 2002            |   | 2001      |   | Sept 30, 2002
| |                        |   | (Unaudited)                 |   |                            |   |                 |   |           |   |              
| |                        |   |                             |   |                            |   |                 |   |           |   |              
| |                        |   |                             |   |                            |   |                 |   |           |   |              
| | Receivables            | $ | 46,164                      | $ | 12,578                     | $ | 30,239          | $ | (54,700)  | $ | (13,589)     
| | Deposits and retainers |   | (56)                        |   | 15,998                     |   | 7,774           |   | 36,040    |   | (2,478)      
| | Payables               |   | 173,554                     |   | 125,734                    |   | 440,856         |   | (226,703) |   | 805,659      
| |                        |   |                             |   |                            |   |                 |   |           |   |              
| |                        | $ | 219,662                     | $ | 154,310                    | $ | 478,869         | $ | (245,363) | $ | 789,592      
| |                        |   |                             |   |                            |   |                 |   |           |   |              

________________________________________________________________________________________

10.	Commitments

The Company had entered into leases for office facilities until June, 2006 but new ownership of the office facilities made the leases null and void. The Company has subsequently entered into a month to month lease for office facilities. Monthly lease payments in Canadian dollars, including operating costs, are $8,538.

The Company has entered into a consulting service agreement with a company controlled by the President of the Company until August 31, 2003 with terms being; monthly fees to be paid in the amount of $10,000CDN; a commission of 1% for the issuance of Non-convertible debt, notes, debentures or similar indebtedness; a commission of 2% for the issuance of common or preferred shares or any indebtedness convertible into common shares or equivalent equity capital and a $250,000CDN payment for past service payableonce the company has an established revenue source and positive operating cash flow at which time payment terms will be negotiated. NoMatterWare, pursuant to the agreement, granted Mr. Burns' company a warrant to purchase up to 1.5 million shares of common stock at the price of $0.001 per share.

14

NoMatterWare Inc.

_____________________________________________________________________________

11.	Contingencies

The Company is the defendant in a lawsuit by a shareholder who is seeking the repurchase by the Company of 5,000 shares in the Company for $20,000 plus interest and costs. The Company is defending this suit and the outcome is currently not determinable.

The courts granted a judgement against the Company in favour of a shareholder who was seeking that the Company repurchase 3,000 shares in the Company for $15,000. The judgement awarded was for $25,018 Canadian including costs and interest.

_____________________________________________________________________________

12.	Subsequent events

Subsequent to the period ended September 30, 2002, the Company received a loan in the amount of $100,000 Canadian (or $63,800 USD) from a private, unaffiliated investor. The loan was secured by certain revenues to be earned by the Company. The Loan accrues interest at the rate of 10% per annum. As additional consideration for the loan, the Company agreed to transfer 1,000,000 shares of common stock to the investor. The loan is to be repaid on October 28, 2003.



---

13.	Comparative figures

Comparative figures for the period ended September 30, 2001 are those of NMW, Inc and its wholly owned subsidiary. Cumulative amounts are from the date of incorporation of NMW's subsidiary of May 14, 1999.

15

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

FORWARD-LOOKING STATEMENTS

Certain information in this report, including the following discussion, may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. The Company intends the disclosure in these sections and throughout this report on Form 10-QSB to be covered by the safe harbor provisions for forward-looking statements. All statements regarding the Company's expected financial position and operating results, its business strategy, its financing plans, and the outcome of any contingencies are forward-looking statements. These statements can sometimes by identified by the Company's use of words such as "may", "believe", "plan", "will", "anticipate", "estimate", "expect", "intend", and other phrases of similar meaning. Known and unknown risks, uncertainties and other factors could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous assumptions.

Plan of Operation

At present, based on current operations, NoMatterWare Inc.(the "Company" or "NoMatterWare")does not have sufficient cash and liquid assets to satisfy its cash requirements on a monthly basis. While the Company does generate product income on a monthly basis, these proceeds are not sufficient to meet the Company's current monthly overhead. The Company currently projects that it will have overhead and operating costs of $1.1 millionfor the upcoming twelve month period ending September 30, 2003. The Company may also be required to raise approximately $1.5 million

Assuming that the Company meets its product rollout projections, the Company has made the following projections:

(1) revenues generated from existing operations for the twelve month period ended September 30, 2003 would completely offset operational overhead; and

(2) the Company has projected net revenues of $1.6 million on $4 million of sales from its for ibusiness services during the upcoming twelve months, commencing in the first quarter of fiscal year 2003.

There are no guarantees that these projections will be achieved or that any revenue will be generated from operations in the software technology business during this fiscal year.

Results of Operations

Comparison of quarters ended September 30, 2002 and 2001

For the three month periods ended September 30, 2002 and September 30, 2001 the Company incurred operating losses of $467,753 and $101,270 respectively.

For the three month period ended September 30, 2002, the operating losses increased significantly as compared to the same three month period ended September 30, 2001 largely as a result of the Company's increased wages and consulting fees. The Company's net losses for the three months ended September 30, 2002 were $1,199,771, as the Company took a write-down of capitalized software development costs of $732,018. The Company also experienced during this period over the same period from the preceding year an increase in office expenses by $52,228 and an increase in wages by $273,261. These increased costs occurred primarily as a result of an increased commitment to product development and the business combination of Cactus Spina Inc. and NoMatterWare Inc. Additionally the Company expects consulting fees and administrative expenses incurred during the current fiscal year to remain substantially increased over figures reported for comparative periods from the fiscal year ended December 31, 2001 as a result of the continuing operations and product development of NoMatterWare Inc. These increased expenses were partially offset by a decrease from the same period from the previous year of professional fees by $15,846, rent of $1,315 and travel expenses of $1,375.

16

Revenues to offset operating expenses increased over the comparative periods ended September 30, 2002 and 2001 to $7,363 from ($15,155), which negative income was due to invoices that were improperly accounted for in the period ending September 30, 2001.

Liquidity and Capital Resources

Summary of Working Capital and Shareholders' Equity

As of September 30, 2002, the Company had negative working capital of $1,830,649 and negative Stockholders' Equity of $1,289,044 compared with negative working capital of $369,654 and positive Stockholders' Equity of $300,848 as of December 31, 2001. As at September 30, 2001 the Company had no assets and no liabilities and thus no Stockholders' Equity. The reduction to working capital and Stockholders' Equity at September 30, 2002, as compared to the figures reported for the fiscal year ended December 31, 2001 is primarily the result of losses from operations of its wholly owned subsidiary, which was acquired in the fourth quarter of fiscal year 2001, incurred during the quarter. Financing activities during the nine-month period ended September 30, 2002, resulted in an increase to loans payable of $428,902 from figures reported at the year ended December 31, 2001. Additionally long-term debt included in current liabilities at September 30, 2002 increased by $388,164 as compared to figures reported as at December 31, 2001.

The substantial reduction to working capital for the comparative periods ended September 30, 2002 and 2001 is for the most part the result of increased contract labor for development activities that increased the Company's current liabilities. The decrease to Stockholders' Equity for the comparative periods ended September 30, 2002 and 2001 is the result of net losses incurred since September 30, 2001, which was caused by the operations of the Company's wholly owned subsidiary, which was acquired during the fourth quarter of fiscal year 2001.

Liquidity

The Company will require up to $3.2 million over the next three years to fully implement our business plan, which includes significant marketing efforts, the continued development and refinement of our for iBusiness services package, and other day to day operational activities. To the date of this Report the Company has been successful in raising funds required to meet our existing shortfall for the funding of our operations. Funds have been raised through private loans and equity financing. The Company anticipates revenues generated from its for iBusiness service commencing in the first quarter of 2003 will reduce the requirement for additional funding; however, we cannot be certain the Company will be successful in achieving revenues from those operations. Furthermore the Company cannot be certain that we will be able to raise any additional capital to fund our ongoing operations.

Sources of Working Capital

17

During the three month period ended September 30, 2002, the Company's primary sources of working capital have come from the net proceeds from:

- $322,108 in the form of convertible debentures bearing interest at the Royal Bank of Canada prime rate plus 2% and due and payable within the next twelve months.

- $81,724 from the sale of property and equipment.

- $17,037 from loans.

- $25,142 in the form of common shares issued for services provided.

The Company is actively pursuing additional equity financing. Additionally the Company is working to conclude certain licensing agreements and partnerships presently under negotiation for the provision of for ibusiness services. The launching of these agreements will generate cash flow, projected to commence in first quarter of fiscal 2003. The Company expects these efforts, if successful, will provide the Company with additional cash resources to advance the fulfillment of our stated objectives.

Material Commitments for Capital Expenditures

The Company currently has an equipment lease, repayable in monthly installments of $3,278 including interest and maturing October 2003.

Report of Management's Responsibility

The Company's sole executive officer, Mr. Bill Burns, who serves as the Company's principal executive officer and principal accounting officer, has implemented the Company's disclosure controls and procedures to ensure that material information relating to the Company is made known to Mr. Burns. Mr. Burns has evaluated the effectiveness of the Company's disclosure controls and procedures as of a date within 90 days prior to the filing date (the "Evaluation Date") of this quarterly report.

Based on such evaluation, Mr. Burns has concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in alerting him on a timely basis to material information relating to the Company that is required to be included in our reports filed or submitted under the Securities Exchange Act of 1934. Moreover, there were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of such recent evaluation.

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

During the period ended September 30, 2002, the Company issued 90,000 shares to Bruce Morley, due to the fact that MNr. Morley elected to convert his debenture from the Company into shares. Such debenture had a balance of $21,392 at the time of conversion.

The Company also issued 75,000 shares of common stock to Charles Moskowitz for consulting services rendered. Such shares were valued at $0.05/share.

18

The issuance of these shares was made pursuant to Section 4(2) of the Securities Act of 1933 as a private offering. No commissions or discounts were paid in connection with this sale.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

ITEM 5. OTHER INFORMATION

NoMatterWare is continuing to work towards completion of an on-line accounting program and integration of that program with it's on-line suite of business software tools known as for-iBusiness.

On September 10, 2002, the Company terminated its contract for services with Denice Hansen and removed her as Vice President of NoMatterWare to pursue other employment opportunities.

During the quarter ended September 30, 2002, the Companyreceived loans from two (2) members of its Board of Directors, Mr. Tom Milne and Mr. Victor Arcuri. Mr. Milne l;oaned the Company $4,795 and Mr. Arcuri loaned the Company $5,000. The loans are currently treated as non-interset bearing loans. It is the Company's intention to convert these loans into convertible debentures on terms to be negotiated.

Subsequent to the period ended September 30, 2002, NoMatterWare entered into a Consulting Agreement with Bill Burns Ventures, Inc., a company owned by NoMatterWare's President, Mr. Bill Burns. This agreement calls for Mr. Burns to serve as the Company's President for one (1) year, commencing August 1, 2002. The Company is obligated to make monthly payments of $10,000 Canadian (or $6,308 USD as of the date of the filing of this report) for these services. NoMatterWare will also pay Mr. Burns' company a commission of 1% on all debt raised for NoMatterWare during the term of the agreement and a commission of 2% on all equity raised for NoMatterWare.

This agreement also requires NoMatterWare to pay Mr. Burns' company $250,000 Canadian (or $157,200 USD as of the date of the filing of this report) for past services rendered to NoMatterWare and his fundraising activities. Such amount is to be paid from future net revenues on an installment basis. NoMatterWare, pursuant to the agreement, granted Mr. Burns' company a warrant to purchase up to 1.5 million shares of common stock at the price of $0.001 per share.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

1. Exhibits - see Exhibit list below.
2. Reports on Form 8-K

Not Applicable.

19

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.

NOMATTERWARE, INC.

Date: November 19, 2002



By:/s/ William Burns
Name: William Burns
Title: President, Chief Executive Officer, Acting CFO

SECTION 302 CERTIFICATIONS

I, William Burns, certify that:

1. I have reviewed this quarterly report of NoMatterWare, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. As the registrant's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I have:

- designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to me by others within the registrant, particularly during the period in which the quarterly report is being prepared;

- evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

- presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation of the Evaluation Date.

5. I have disclosed, based on my most recent evaluation, to the registrant's auditors:

- all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and

- Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls.

6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 19, 2002

By:/s/ William Burns
Name:	William Burns 
Title:	President (Principal Executive Officer and Principal Accounting Officer)

___________________________

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Quarterly Report of NoMatterWare, Inc. (the "Company") on Form 10-QSB for the period ended September 30, 2002 as filed with the Securities and Exchange Commission on the date here of (the "Report"), I, William Burns, President, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: November 19, 2002

By:/s/ William Burns
Name:	William Burns
Title:	President (Principal Executive Officer)-

EXHIBIT INDEX

|REGULATION SB NUMBER | EXHIBIT                                                                                                                                         | REFERENCE                                                                                                                                                                      
|-------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1                  | Agreement and Plan of Merger, dated as of April 1, 2000, between Cactus Spina, Inc., and NoMatterWare, Inc.                                     | Included as Appendix A the Proxy Statement-Prospectus forming a part of the Registrant's Registration Statement on Form S-4 on , filed on August 7, 2000; file number 333-43148
|3.1                  | Articles of Incorporation                                                                                                                       | Incorporated by reference to the Exhibits previously filed with the Registrant's Registration Statement on Form S-$, filed on August 7, 2000; file number 333-43148            
|3.2                  | Bylaws                                                                                                                                          | Incorporated by reference to the Exhibits previously filed with the Registrant's Registration Statement on Form S-4, filed on August 7, 2000; file number 333-43148            
|4.1                  | Stock specimen                                                                                                                                  | Incorporated by reference to the Exhibits previously filed with the Registrant's Registration Statement on Form S-4, filed on August 7, 2000; file number 333-43148            
|10.1                 | Sales Agreement between NoMatterWare, Inc., and Churchill Consulting Services, Inc., dated September 1, 1999, and Addendum dated April 27, 2001 | Incorporated by reference to the Exhibits previously filed with the Registrant's Registration Statement on Form S-4, filed on August 7, 2000; file number 333-43148            
|10.2                 | Development Agreement between NoMatterWare, Inc., and ACCPAC International, Inc., dated March 15, 2001                                          | Incorporated by reference to the Exhibits previously filed with the Registrant's Registration Statement on Form S-4, filed on August 7, 2000; file number 333-43148            
|10.3                 | Master Equipment Lease Agreement between NoMatterWare, Inc., and Hewlett-Packard (Canada) Ltd., dated August 23, 2000                           | Incorporated by reference to the Exhibits previously filed with the Registrant's Registration Statement on Form S-4, filed on August 7, 2000; file number 333-43148            
|10.4                 | Consultant Services Agreement between NoMatterWare, Inc. and Bill Burns Ventures, Inc., dates August 1, 2002                                    | Filed herewith