U.S. SECURITIES AND EXCHANGE COMMISSION

FORM 10-QSB

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ] 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.

|NEVADA(State or other jurisdiction ofincorporation or organization) |  |  | 77-0426995(IRS EmployerIdentification No.)
|------------------------------------------------------------------- |  |  | ------------------------------------------

Suite 500, 2710-17th Ave S.E., Calgary, Alberta, Canada T2A 0P6

(403) 705-1953

(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:

8,097,932 shares of common stock, $0.001 par value, as of August 20, 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 June 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.

|                                                                                                                                           |                                   |             |  |             | June 30,    |           | December 31,
|------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------- | ----------- |  | ----------- | ----------- | --------- | ------------
|                                                                                                                                           |                                   |             |  |             | 2002        |           | 2001        
|                                                                                                                                           |                                   |             |  |             | (Unaudited) |           |             
|                                                                                                                                           |                                   |             |  |             |             |           |             
|Assets                                                                                                                                     |                                   |             |  |             |             |          
|Current                                                                                                                                    |                                   |             |  |             |             |          
|                                                                                                                                           | Cash and cash equivalents         |             |  | $           | 423         | $         | 2,256       
|                                                                                                                                           | Accounts receivable               |             |  |             | 59,753      |           | 43,828      
|                                                                                                                                           | Deposits and retainers            |             |  |             | 2,422       |           | 10,252      
|                                                                                                                                           |                                   |             |  |             |             |           |             
|                                                                                                                                           |                                   |             |  |             | 62,598      |           | 56,336      
|                                                                                                                                           |                                   |             |  |             |             |           |             
|Property and equipment (Note 4)                                                                                                            |                                   |             |  | 127,216     |             | 147,215  
|Software technology                                                                                                                        |                                   |             |  | 337,650     |             | 337,650  
|Deferred development costs                                                                                                                 |                                   |             |  | 1,284,459   |             | 917,196  
|                                                                                                                                           |                                   |             |  |             |             |           |             
|                                                                                                                                           |                                   |             |  | $           | 1,811,923   | $         | 1,458,397   
|                                                                                                                                           |                                   |             |  |             |             |           |             
|                                                                                                                                           |                                   |             |  |             |             |           |             
|Liabilities                                                                                                                                |                                   |             |  |             |             |          
|Current                                                                                                                                    |                                   |             |  |             |             |          
|                                                                                                                                           | Payables and accruals             |             |  | $           | 632,105     | $         | 364,803     
|                                                                                                                                           | Loan payable (Note 5)             |             |  |             | 16,501      |           | 15,713      
|                                                                                                                                           | Current portion of long-term debt |             |  |             | 45,474      |           | 45,474      
|                                                                                                                                           |                                   |             |  |             |             |           |             
|                                                                                                                                           |                                   |             |  |             | 694,080     |           | 425,990     
|Long term debt (Note 6)                                                                                                                    |                                   |             |  | 1,208,692   |             | 731,559  
|                                                                                                                                           |                                   |             |  |             |             |           |             
|                                                                                                                                           |                                   |             |  |             | 1,902,772   |           | 1,157,549   
|                                                                                                                                           |                                   |             |  |             |             |           |             
|Shareholders' Deficiency                                                                                                                   |                                   |             |  |             |             |          
|Capital stock (Note 7) Common Stock - authorized 100,000,000 shares; par value $.001; 8,022,932 issued and outstanding as at June 30, 2002 |                                   |             |  | 1,700,253   |             | 1,614,105
|Contributed Capital (Note 8)                                                                                                               |                                   |             |  | 227,100     |             | 227,100  
|Deficit accumulated during the development stage                                                                                           |                                   | (2,035,928) |  | (1,544,233)
|Foreign exchange adjustment                                                                                                                |                                   |             |  | 17,725      |             | 3,876    
|                                                                                                                                           |                                   |             |  |             |             |           |             
|                                                                                                                                           |                                   |             |  |             | (90,850)    |           | 300,848     
|                                                                                                                                           |                                   |             |  |             |             |           |             
|                                                                                                                                           |                                   |             |  | $           | 1,811,923   | $         | 1,458,397   

See accompanying notes to the consolidated financial statements.

3

NoMatterWare Inc.

|                                       |                           |           |                             |          |                           |           |                 |           |         |             | From date    
|-------------------------------------- | ------------------------- | --------- | --------------------------- | -------- | ------------------------- | --------- | --------------- | --------- | ------- | ----------- | -------------
|                                       |                           |           | Three Months Ended June 30, |          | Six Months Ended June 30, |           | of inception to
|                                       |                           |           | 2002                        |          | 2001                      |           | 2002            |           | 2001    |             | June 30, 2002
|                                       |                           |           | (Unaudited)                 |          |                           |           |                 |           |         |             |              
|                                       |                           |           |                             |          |                           |           |                 |           |         |             |              
|                                       |                           |           |                             |          |                           |           |                 |           |         |             |              
|Revenue                                | $                         | 12,593    | $                           | 95,027   | $                         | 14,325    | $               | 96,214    | $       | 97,507     
|                                       |                           |           |                             |          |                           |           |                 |           |         |             |              
|Expenses                               |                           |           |                             |          |                           |           |                 |           |         |            
|                                       | Advertising and Promotion |           | 3,338                       |          | (319)                     |           | 9,228           |           | 4,273   |             | 118,162      
|                                       | Depreciation              |           | 9,754                       |          | 25,684                    |           | 20,130          |           | 33,299  |             | 86,230       
|                                       | Consulting                |           | 77,644                      |          | (21,505)                  |           | 172,324         |           | 31,525  |             | 788,411      
|                                       | Administrative            |           | 38,221                      |          | 10,056                    |           | 71,317          |           | 20,355  |             | 302,267      
|                                       | Professional Fees         |           | 19,508                      |          | 24,004                    |           | 92,013          |           | 27,977  |             | 202,279      
|                                       | Rent                      |           | 20,790                      |          | 21,485                    |           | 50,460          |           | 31,377  |             | 175,703      
|                                       | Travel                    |           | 7,424                       |          | 17,295                    |           | 9,779           |           | 27,024  |             | 95,486       
|                                       | Wages                     |           | 42,826                      |          | 54,878                    |           | 80,769          |           | 90,022  |             | 364,897      
|                                       |                           |           |                             |          |                           |           |                 |           |         |             |              
|                                       |                           |           | 219,505                     |          | 131,578                   |           | 506,020         |           | 265,852 |             | 2,133,435    
|                                       |                           |           |                             |          |                           |           |                 |           |         |             |              
|Net Loss                               | $                         | (206,912) | $                           | (36,551) | $                         | (491,695) | $               | (169,638) | $       | (2,035,928)
|                                       |                           |           |                             |          |                           |           |                 |           |         |             |              
|Basic and fully diluted loss per share | $                         | (0.03)    | $                           | (0.01)   | $                         | (0.06)    | $               | (0.03)    | $       | (0.25)     





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4

NoMatterWare Inc.

|                             |  |  |   |             | Six Months EndedJune 30, 2002 |             | Year EndedDecember 31, 2001
|---------------------------- |  |  | - | ----------- | ----------------------------- | ----------- | ---------------------------
|                             |  |  |   |             | (Unaudited)                   |             |                            
|                             |  |  |   |             |                               |             |                            
|Deficit, beginning of period |  |  | $ | (1,544,233) | $                             | (1,120,089)
|                             |  |  |   |             |                               |             |                            
|Net loss                     |  |  |   | (491,695)   |                               | (424,144)  
|                             |  |  |   |             |                               |             |                            
|Deficit, end of period       |  |  | $ | (2,035,928) | $                             | (1,544,233)





---

See accompanying notes to the consolidated financial statements.

5

NoMatterWare Inc.

|                                                 |                                         |  |  |        |                           |       |                 |        | From date    
|------------------------------------------------ | --------------------------------------- |  |  | ------ | ------------------------- | ----- | --------------- | ------ | -------------
|                                                 |                                         |  |  |        | Six Months Ended June 30, |       | of inception to
|                                                 |                                         |  |  |        | 2002                      |       | 2001            |        | June 30, 2002
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|Increase (decrease) in cash and cash equivalents |                                         |  |  |        |                           |      
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|Operating                                        |                                         |  |  |        |                           |       |                 |       
|                                                 | Net loss                                |  |  | $      | (491,695)                 | $     | (169,638)       | $      | (2,035,928)  
|                                                 | Depreciation and amortization           |  |  |        | 20,130                    |       | 33,299          |        | 86,230       
|                                                 | Foreign currency translation adjustment |  |  | 13,849 |                           | 3,229 |                 | 17,725
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|                                                 |                                         |  |  |        | (457,716)                 |       | (133,110)       |        | (1,931,973)  
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|                                                 | Change in non-cash operating            |  |  |        |                           |       |                 |        |              
|                                                 | working capital (Note 9)                |  |  |        | 259,208                   |       | (107,574)       |        | 569,931      
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|                                                 |                                         |  |  |        | (198,508)                 |       | (240,684)       |        | (1,362,042)  
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|Financing                                        |                                         |  |  |        |                           |       |                 |       
|                                                 | Net advances from long term debt        |  |  |        | 477,133                   |       | 136,349         |        | 1,254,166    
|                                                 | Net advances on loans payable           |  |  |        | 788                       |       | -               |        | 1,016,501    
|                                                 | Issue of common shares                  |  |  |        | 86,148                    |       | (9,256)         |        | 927,353      
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|                                                 |                                         |  |  |        | 564,069                   |       | 127,093         |        | 3,198,020    
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|Investing                                        |                                         |  |  |        |                           |       |                 |       
|                                                 | Purchase of property and equipment      |  |  |        | (131)                     |       | 5,643           |        | (213,446)    
|                                                 | Deferred development costs              |  |  |        | (367,263)                 |       | -               |        | (1,284,459)  
|                                                 | Purchase of software technology         |  |  |        | -                         |       | -               |        | (337,650)    
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|                                                 |                                         |  |  |        | (367,394)                 |       | 5,643           |        | (1,835,555)  
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|Net (decrease) increase in cash and cash         |                                         |  |  |        |                           |       |                 |       
|                                                 | equivalents                             |  |  |        | (1,833)                   |       | (107,948)       |        | 423          
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|Cash and cash equivalents,                       |                                         |  |  |        |                           |       |                 |       
|                                                 | Beginning of period                     |  |  |        | 2,256                     |       | 104,652         |        | -            
|                                                 |                                         |  |  |        |                           |       |                 |        |              
|                                                 | End of period                           |  |  | $      | 423                       | $     | (3,296)         | $      | 423          





---

See accompanying notes to the consolidated financial statements.

6

NoMatterWare Inc.



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1.	Nature of operations

The Company was incorporated on April 16, 1996 under the laws of the State of Nevada. The Company currently has no operations and 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.



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



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2.	Summary of significant accounting policies

Deferred development costs

All costs relating to software tools developed in conjunction with the technology license. These costs will be amortized over the estimated useful life of each project commencing with commercial sale of the 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.



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3.	Business combination

Effective December 12, 2001, pursuant to a S-4, Registration Statement, NoMatterWare, Inc. (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)June 30, 2002



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4.	Property and equipment

| |                        |           |  |              |  | June 30,  |  | December 31,
| | ---------------------- | --------- |  | ------------ |  | --------- |  | ------------
| |                        |           |  |              |  | 2002      |  | 2001        
| |                        |           |  | Accumulated  |  | Net Book  |  | Net Book    
| |                        | Cost      |  | Depreciation |  | Value     |  | Value       
| |                        |           |  |              |  |           |  |             
| | Furniture and fixtures | $ 29,585  |  | $ 15,816     |  | $ 13,769  |  | $ 16,092    
| | Computers              | 136,341   |  | 58,185       |  | 78,156    |  | 91,207      
| | Leasehold Improvements | 40,280    |  | 8,519        |  | 31,761    |  | 35,789      
| | Auto equipment         | 4,588     |  | 1,058        |  | 3,530     |  | 4,126       
| |                        |           |  |              |  |           |  |             
| |                        | $ 210,794 |  | $ 83,578     |  | $ 127,216 |  | $ 147,214   
| |                        |           |  |              |  |           |  |             



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5.	Loans payable

|                                                    |   | June 30, |   | December 31,
|--------------------------------------------------- | - | -------- | - | ------------
|                                                    |   | 2002     |   | 2001        
|                                                    |   |          |   |             
|Promissory note, bearing interest at 10%, repayable |   |          |   |             
|at $25,000 Cdn. by July 17, 2002                    |   | 16,501   |   | 15,713      
|                                                    |   |          |   |             
|                                                    | $ | 16,501   | $ | 15,713      
|                                                    |   |          |   |             

10

NoMatterWare Inc.



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6.	Long-term debt

|                                                                                                                                                                       |   | June 30,2002 |   | December 31,2001
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ------------ | - | ----------------
|                                                                                                                                                                       |   |              |   |                 
|Loan payable to a company controlled by affiliates of the Company, non-interest bearing, with no set terms of repayment                                                | $ | 77,636       | $ | 79,580          
|                                                                                                                                                                       |   |              |   |                 
|Loan payable to a company controlled by the former President of the Company, bearing interest at 12% repayable in monthly installments of $614 per month plus interest |   | 51,740       |   | 64,941          
|                                                                                                                                                                       |   |              |   |                 
|Convertible debentures, bearing interest at Royal Bank of Canada prime rate plus 2%, due March 5,2003                                                                  |   | 962,077      |   | 551,000         
|                                                                                                                                                                       |   |              |   |                 
|Other loans, non-interest bearing, with no set terms of repayment                                                                                                      |   | 127,409      |   | 34,953          
|                                                                                                                                                                       |   |              |   |                 
|Equipment lease, repayable in monthly installments of $3,278 including interest, maturing October 2003                                                                 |   | 35,304       |   | 46,559          
|                                                                                                                                                                       |   |              |   |                 
|                                                                                                                                                                       |   | 1,254,166    |   | 777,033         
|Less current portion                                                                                                                                                   |   | (45,474)     |   | (45,474)        
|                                                                                                                                                                       |   |              |   |                 
|                                                                                                                                                                       | $ | 1,208,692    | $ | 731,559         

Debentures 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 1,333,305.

$42,409 of debentures are convertible into common shares at a rate of one share for $0.22 of debenture outstanding.

$22,956 of debentures are convertible into common shares at a rate of one share for $0.34 of debenture outstanding.

$4,691 of debentures are convertible into common shares at a rate of one share for $0.44 of debenture outstanding.

$151,640 of debentures are convertible into common shares at a rate of one share for $0.48 of debenture outstanding.

$165,758 of debentures are convertible into common shares at a rate of one share for $0.49 of debenture outstanding.

$369,735 of debentures are convertible into common shares at a rate of one share for $0.94 of debenture outstanding.

11

$14,824 of debentures are convertible into common shares at a rate of one share for $1.00 of debenture outstanding.



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7.	Capital stock

|Authorized: |                                                                                          |           |               |             |  |             |                  
|----------- | ---------------------------------------------------------------------------------------- | --------- | ------------- | ----------- |  | ----------- | -----------------
|            | The Company is authorized to issue 100,000,000 common shares with a par value of $0.001.
|            |                                                                                          |           |               |             |  |             |                  
|            |                                                                                          |           |               |             |  |             |                  
|            |                                                                                          |           | June 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                                                               | 742,340   |               | 86,148      |  | -           |                  
|            | Shares issued to acquire subsidiary                                                      | -         |               | -           |  | 5,280,592   |                  
|            | Shares issued as repayment of loans payable                                              | -         |               | -           |  | 1,000,000   |                  
|            |                                                                                          |           |               |             |  |             |                  
|            | Balance, end of June 30, 2002                                                            | 8,022,932 |               | $ 1,700,253 |  | 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 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 are not included in these statements.

12

NoMatterWare Inc.



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7. Capital Stock (cont'd)

Stock options

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

|                                   |  |           |                     | June 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.

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.

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



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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 $30,000 Canadian. 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 has been recorded as contributed capital.



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9.	Change in non-cash operating working capital

| |                        |  |  |                           |  |                 |  | From date    
| | ---------------------- |  |  | ------------------------- |  | --------------- |  | -------------
| |                        |  |  | Six Months Ended June 30, |  | of inception to
| |                        |  |  | 2002                      |  | 2001            |  | June 30, 2002
| |                        |  |  |                           |  |                 |  |              
| | Receivables            |  |  | $ (15,925)                |  | $ (67,278)      |  | $ (59,753)   
| | Deposits and retainers |  |  | 7,830                     |  | 20,042          |  | (2,422)      
| | Due from shareholders  |  |  | -                         |  | 669             |  | -            
| | Payables               |  |  | 267,303                   |  | (61,007)        |  | 632,106      
| |                        |  |  |                           |  |                 |  |              
| |                        |  |  | $ 259,208                 |  | $ (107,574)     |  | $ 569,931    
| |                        |  |  |                           |  |                 |  |              



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10.	Commitments

The Company has entered into leases for office facilities until June, 2006 from a company whose principal shareholders are directors or officers of the Company. Lease payments in Canada including operating costs are as follows:



|2003 | - | $ 159,575
|---- | - | ---------
|2004 | - | $ 168,813
|2005 | - | $ 178,063
|2006 | - | $ 187,317
|2007 | - | $ 47,388 

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NoMatterWare Inc.



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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 Company is also a defendant in a lawsuit brought by Hewlett-Packard (Canada) Ltd. for the alleged failure of the Company to pay for computer equipment ordered by the Company. The Company is defending this suit and has counterclaimed against Hewlett-Packard (Canada) for breach of contract regarding the lease of certain computer equipment. The outcome is currently not determinable.



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12.	Comparative figures

Comparative figures for the period ended June 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.

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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, the Company 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 million for the upcoming twelve month period ending June 30, 2003. The Company may also be required to raise approximately $1.5 millionin the event that it elects to under additional software development during the next twelve months. Currently, the Company contemplates that the only such development it would do during such time is for a Point-of-Sale program. The Company expects that it will be able to obtain additional equity and/or debt financing to meet these need, and anticipates there will be additional costs and expenses associated with such measures, the amounts of which are presently unknown. If the Company cannot obtain such additional equity or debt financing, its ability to continue operations will be negatively effected in a significant manner.

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 June 30, 2003 would completely offset operational overhead; and

(2) the Company has projects net revenues of $5.1 million on $7.5 million of sales from its for ibusiness services during the upcoming twelve months, commencing in the third quarter of fiscal year 2002.

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 June 30, 2002 and 2001

For the three month periods ended June 30, 2002 and June 30, 2001 the Company incurred operating losses of $206,912 and $36,551 respectively.

For the three month period ended June 30, 2002, the operating losses increased significantly as compared to the same three month period ended June 30, 2001 as a result of an increase in consulting fees by $99,149 and an increase in administrative expenses by $18,165. 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.

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Revenues to offset operating expenses decreased over the comparative periods ended June 30, 2002 and 2001 to $12,593 from $95,027. The revenue earned during the three months ended June 30, 2002 was from the sale of subscriptions for the Company's for iBusiness websites. The nominal revenue earned during the same period from the current fiscal year is primarily the result of subscription revenue from providing for ibusiness services. There was no custom software development revenue, which in the past has provided the majority of total revenues, during the comparative periods. The Company expects to see revenues increase during the current fiscal year with new for ibusiness subscriptions, renewals of existing customer subscriptions, and associated custom development services.

Liquidity and Capital Resources

Summary of Working Capital and Shareholders' Equity

As of June 30, 2002, the Company had negative working capital of $631,482 and negative Stockholders' Equity of $90,850 compared with negative working capital of $369,654 and positive Stockholders' Equity of $300,848 as of December 31, 2001. As at June 30, 2001 the Company had no assets and no liabilities and thus no Stockholders' Equity. The reduction to working capital and Stockholders' Equity at June 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 quarter resulted in an increase to loans payable of $477,133 from figures reported at the year ended December 31, 2001. Additionally payables and accrued expenses included in current liabilities at June 30, 2002 increased by $267,302 as compared to figures reported as at December 31, 2001.

The substantial reduction to working capital for the comparative periods ended June 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 June 30, 2002 and 2001 is the result of net losses incurred since June 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. Other financing activities subsequent to June 30, 2002 have been by way of convertible debentures.

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 2002 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

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

- $477,133 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.
- $86,148 in the form of common shares issued for services provided.

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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 fourth quarter of fiscal 2002. 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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On April 18, 2002, Hewlett-Packard (Canada) Ltd. filed a Statement of Claim against the Company in the Court of Queen's Bench of Alberta Judicial District of Calgary, case no. 0201-06535. In the Statement of Claim, Hewlett-Packard (Canada) Ltd. seeks damages in the amount of $135,032.63 CDN ( or approximately $86,259 US as of the date of the filing of this report) for computer equipment that Hewlett-Packard (Canada) Ltd. claims to have been ordered by the Company. The Company has filed a Statement of Defence and a Counterclaim against Hewlett-Packard (Canada) Ltd. in this action. The Company refutes the claims made against it and contends that Hewlett-Packard (Canada) Ltd. breached its agreement with the Company for the lease of certain computer and network equipment and as a result has suffered various damages. The Company intends to vigorously defend itself against the claims made against it in this case and proceed with its case against Hewlett-Packard (Canada) Ltd. No discovery has taken place in this matter and a trial date has yet to be set.

On March 15, 2002, Sean Petersen acquired a default judgment from the Court of Queen's Bench of Alberta Judicial District of Calgary, case no. 0201-01141, against the Company for liquidated damages in the amount of $24,918.25 CDN (or approximately $15,917.78), including costs and interest calculated through February 25, 2002, in connection with his claim seeking the repurchase of his shares of the Company's common stock. The Company was not represented by legal counsel at the time that the judgment was rendered. The Company intends to pay the amount of the judgment as it receives financial funding or from revenues.

ITEM 2. CHANGES IN SECURITIES

On August 15, 2002, the Company issued 75,000 restricted shires to Charles Moskowitz in exchange for consulting services valued at $3,750 or $0.05 per share. The Agreement between the company and Mr. Moskowitz calls for the issuance to Mr. Moskowitz for up to an additional 225,000 shares to be issued contingent upon certain criteria based on the performance of the Company's common stock. 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

On July 20, 2002, the Company held an Annual Meeting of Shareholders at the offices of the Company in Calgary, Alberta, Canada. Shareholders on record as of the 25th day of May, 2002 were entitled to vote at the meeting. The following individuals were re-elected as directors of the Company: William Burns, Earl Gilbrech, Tom Milne and Victor Arcuri. The shareholders also approved Grant Thornton LLP, Chartered Accountants, as the Corporation's auditors for the current fiscal year and authorize the Board to set the auditors' compensation. The voting on each of the matters held at the meeting was as follows:

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|Matter Voted Upon             | FOR       | VOTES AGAINST | WITHHELD
|----------------------------- | --------- | ------------- | --------
|Election of Directors         |           |               |         
|William Burns                 | 5,098,236 | 0             | 0       
|Earl Gilbrech                 | 5,098,236 | 0             | 0       
|Tom Milne                     | 5,098,236 | 0             | 0       
|Victor Arcuri                 | 5,098,236 | 0             | 0       
|Appointment of Grant Thornton | 5,098,236 | 0             | 0       

ITEM 5. OTHER INFORMATION



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

On May 15, 2002, the Company filed with the Securities and Exchange Commission a Current Report on Form 8-K dated May 8, 2002 reporting under Item 5 of such report that the Company had received lock-up agreements from shareholders holding more than 90% of the total issued and outstanding shares of the Company's common stock, whereby the shareholders agreed to refrain from transferring or selling their shares for 60 days. The lock-up agreement was obtained in hopes of being able to close on a private financing being provided by two of NoMatterWare's largest shareholders, FTCG Enterprises, Inc. and Kurt Tosczak.

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: September 4, 2002

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

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EXHIBIT INDEX

|REGULATION S-B 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            
|99.1                  | Certification of the Company's President/CEO and acting CFO, Mr. William Burns pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. | Filed herewith                                                                                                                                                                 

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