SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549


                           FORM 10-QSB


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

         For the quarterly period ended October 31, 2004

  [ ] 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 0-26454


                          OTHNET,  INC.
(Exact name of Small Business Issuer as Specified in its Charter)


Delaware                                               98-0142664
(State  or  other jurisdiction                  (I.R.S.  Employer
of  incorporation  or                              Identification
organization)                                             Number)

                     1187 Coast Village Road
                            Suite 319
                 Santa Barbara, California 93108
            (Address of Principal Executive Offices)

                         (805) 969-7482
        (Issuer's Telephone Number, including Area Code)


Check  whether  the Issuer (1) filed all reports required  to  be
filed by Section 13 or 15(d) of the Exchange Act during the  past
12  months  (or  for such shorter period that the Registrant  was
required to file such reports), and (2) has been subject to  such
filing requirements for the past 90 days.

                   Yes  [X]         No  [   ]

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

 Common, $.001 par value per share: 22,514,279 outstanding as of
                        November 30, 2004

<PAGE>

             PART I  -  FINANCIAL INFORMATION


Item 1.     Financial Statements


                        OTHNET, INC.

               Index to Financial Information

               Period Ended October 31, 2004



          Item                                    Page

Item 1 -    Financial Statements


Unaudited Consolidated Balance Sheet                3

Unaudited Consolidated Statements of Expenses        4

Unaudited Statements of Cash Flows                   5

Unaudited Notes to Financial Statements              6


Item 2 -    Management's Discussion and Analysis
            or Plan of Operation                     8


Item 3 -    Controls and Procedures                 10

<PAGE>

                          OTHNET, INC.
                   CONSOLIDATED BALANCE SHEET
                        October 31, 2004
                           (unaudited)



     ASSETS

Current Assets
 Cash                                                $    18,255
 Notes receivable                                      2,068,468
                                                    ------------
      Total Assets                                  $  2,086,723
                                                    ============


     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
 Accounts payable                                   $    266,981
 Accounts payable to related parties                     106,002
 Accrued expenses                                        191,597
 Notes payable, net of $980,748 unamortized discount   1,409,252
 Miscellaneous payables                                   10,276
                                                    ------------
      Total Current Liabilities                        1,984,108
                                                    ------------
Stockholders' Equity
 Preferred stock, $.001 par, 2,000,000 shares authorized,
     none issued and outstanding
 Common stock, $.001 par value, 40,000,000 shares
    authorized, 22,514,279 issued and outstanding         22,514
 Additional paid in capital                           15,147,154
 Accumulated other comprehensive income                   62,875
 Retained deficit                                    (15,129,928)
                                                    ------------
      Total Stockholders' Equity                         102,615
                                                    ------------
      Total Liabilities and Stockholders' Deficit   $  2,086,723
                                                    ============


<PAGE>


                          OTHNET, INC.
               CONSOLIDATED STATEMENTS OF EXPENSES
      Three and Six Months Ended October 31, 2004 and 2003
                           (unaudited)

<TABLE>
<CAPTION>


                       Three Months             Six Months
                    Ended October 31,       Ended October 31,

                      2004       2003        2004        2003
                 -----------  ----------- ----------- -----------
<S>              <C>           <C>       <C>            <C>

General &
Administrative   $ 208,673     $ 35,297  $   390,631    $  70,755
                 -----------  ----------- ----------- -----------
 Loss from
 operations       (208,673)     (35,297)    (390,631)     (70,755)



Other Income (Expense)
 Debt forgiveness       -            -        36,764           -
 Interest income    48,923           -        68,443           -
 Interest expense (463,685)          -      (632,232)          -
                 ------------   ----------  ----------- -----------
Net Loss         $ 623,435)   $ (35,297)   $(917,655)   $ (70,755)


Other Comprehensive
Income (Loss)
 Foreign currency
 translation
 adjustment             -          (107)           -         (149)
                 -----------   ----------- ----------- -----------
Net Comprehensive
 Loss            $(623,435)    $ (35,404)  $(917,655)   $ (70,904)
                 ===========   =========== =========== ===========


Basic and diluted income
 (loss) per share   $(.03)         $(.00)      $(.05)       ($.00)

Weighted average common
 shares
 outstanding    19,393,279     17,264,279   17,954,279   17,264,279

</TABLE>
<PAGE>



                          OTHNET, INC.
                    STATEMENTS OF CASH FLOWS
           Six Months Ended October 31, 2004 and 2003
                           (unaudited)

<TABLE>
<CAPTION>

                                              2004                2003
                                          -----------          -----------
<S>                                       <C>               <C>

Cash Flows From Operating Activities
 Net loss                                 $  (917,655)      $   (70,755)
 Adjustments to reconcile net loss
    to net cash used in operating activities:
   Debt forgiveness                           (36,764)               -
   Amortization of discount on notes payable  549,385
   Changes in:
    Accounts payable                           20,254            18,950
    Accrued expenses                           92,846            46,500
    Interest receivable                       (68,468)               -
                                          -----------           -----------
Net Cash Used In Operating Activities        (360,402)           (5,305)
                                          -----------           -----------

Cash Flows From Investing Activities
   Loans to AVP                            (2,000,000)               -
                                          -----------           -----------
Net Cash Used In Investing Activities      (2,000,000)               -
                                          -----------           -----------

Cash Flows From Financing Activities
 Advances from related parties                      -            5,425
 Proceeds from notes payable                2,360,000              -
                                          -----------           -----------
Net Cash Provided by Financing Activities   2,360,000            5,425
                                          -----------           -----------
Effect of exchange rate changes on cash          (204)            (150)
                                          -----------           -----------
NET CHANGE IN CASH                               (606)             (30)
 Cash balance, beginning                       18,861              733
                                          -----------           -----------
 Cash balance, ending                     $    18,255           $  703
                                          ===========           ===========

</TABLE>
<PAGE>



                          OTHNET, INC.
                  NOTES TO FINANCIAL STATEMENTS
                           (unaudited)



NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of
Othnet, Inc. ("Othnet") have been prepared in accordance with
accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission
("SEC"), and should be read in conjunction with the audited
financial statements and notes thereto contained in Othnet's
latest Annual Report filed with the SEC on Form 10-KSB. In the
opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim
periods presented have been reflected herein.  The results of
operations for interim periods are not necessarily indicative of
the results to be expected for the full year.  Notes to the
financial statements which would substantially duplicate the
disclosure contained in the audited financial statements for the
most recent fiscal year 2004, as reported in the 10-KSB, have
been omitted.


NOTE 2 - AGREEMENTS

Notes Receivable

On June 29, 2004, Othnet signed an agreement to merge with
Association of Volleyball Professionals, Inc. ("AVP").  The
agreement is contingent upon certain financing agreements in
which Othnet loans AVP $2,000,000 of an original total offering
of $2,300,000.  Additionally, Othnet is obligated to raise
another $2,000,000 to $4,000,000 subsequent to the original
offering. As of October 31, 2004, Othnet has loaned AVP a total
of $2,000,000 in 10% convertible notes. The notes mature on June
3, 2005, may be converted to common stock at $.56 per share and
have no collateral.

Notes Payable

In association with this financing agreement, Othnet issued
$2,360,000 in 10% convertible notes to investors.  Each note was
issued with two shares of common stock and two warrants for every
dollar in principal, which resulted in the issuance of 4,720,000
shares of common stock and 4,720,000 warrants. The warrants have
an exercise price of $.21 per share, and expire in two years.
The notes mature on June 3, 2005, and are convertible at the
holder's option at any time for $.56 per share.  The notes were
discounted by $1,530,123 for the relative fair value of the
common stock and warrants issued, as well as their beneficial
conversion feature.  The discount is amortized over the life of
the note as interest expense.  As of October 31, 2004, $549,385
of the discount has been amortized. A summary is as follows:

           Previous notes payable balance$     30,000
           Amount of proceeds received      2,360,000
           Amount of discount              (1,530,123)
           Amount of discount amortized
              to October 31, 2004             549,385
                                          -----------
           Amount shown as of
           October 31, 2004$                1,409,252
                                          ===========
<PAGE>



NOTE 3 - DEBT RELEASE

Othnet had total debt forgiveness of $48,514 for the quarter
ending July 31, 2004.  $36,764 was forgiven by unrelated parties,
and classified as other income.  $11,750 was forgiven by related
parties, and adjusted to additional paid in capital.

<PAGE>


Item 2.     Management's Discussion and Analysis or Plan of
            Operation.

     The following discussion of the Company's financial
condition and results of operations is based on the Company's
Financial Statements and the related notes thereto.

Forward-Looking Statements

     This Form 10-QSB contains certain forward-looking statements
and  information relating to the Company that are  based  on  the
beliefs and assumptions made by the Company's management as  well
as  information currently available to the management.  When used
in  this document, the words "anticipate", "believe", "estimate",
and  "expect" and similar expressions, are intended  to  identify
forward-looking statements.  Such statements reflect the  current
views  of  the  Company  with respect to future  events  and  are
subject to certain risks, uncertainties and assumptions.   Should
one  or  more  of  these risks or uncertainties  materialize,  or
should underlying assumptions prove incorrect, actual results may
vary  materially  from  those described  herein  as  anticipated,
believed,  estimated or expected.  Certain  of  these  risks  and
uncertainties are discussed under the caption "Uncertainties  and
Risk Factors" in Part I, Item 1 "Description of Business" of  the
Company's  Annual Report on Form 10-KSB for the year ended  April
30,  2004.  Except as required by the Federal Securities law, the
Company does not undertake any obligation to release publicly any
revisions to any forward-looking statements to reflect events  or
circumstances after the date of this Form 10-QSB or for any other
reason.

Results of Operations

      The  Company  reported no revenue from operations  for  the
three and six months ended October 31, 2004 and October 31, 2003.

      There  were operating expenses for the three and six months
ended  October  31, 2004 of $209,000 and $391,000,  respectively,
compared   to   operating  expenses  of  $35,000   and   $71,000,
respectively,  for  the three and six months  ended  October  31,
2003.  Such operating expenses for the three and six months ended
October  31, 2004 and October 31, 2003 were comprised of  general
and administrative expenses.

      During the three and six months ended October 31, 2004, the
Company  had interest income of $49,000 and $68,000, compared  to
no interest income for the three and six months ended October 31,
2003.  The Company also had other income for the six months ended
October  31, 2004 comprised of debt forgiveness of $37,000  which
occurred  in  the  quarter ended July 31,  2004.   There  was  no
comparable  debt forgiveness for the three and six  months  ended
October  31, 2003.  In addition, the Company had interest expense
of  $464,000  and  $632,000 for the three and  six  months  ended
October  31, 2004 due to the Bridge Financing (see below)  raised
in  the  six  months  ended  October  31,  2004.   There  was  no
comparable  interest expense for the three and six  months  ended
October 31, 2003.

      The  Company  had a net comprehensive loss of $623,000  and
$918,000  for  the  three and six months ended October  31,  2004
compared  to a net comprehensive loss of $35,000 and $71,000  for
the  three and six months ended October 31, 2003.  The change  in
net  loss is primarily due to the increases in operating expenses
and interest expense, partially offset by the other income items,
all as described above.

Liquidity and Capital Resources

     Since 2002, the Company has had no business operations other
than  to  locate  and consummate a merger or acquisition  with  a
private  entity.  In December 2003, the Company  entered  into  a
letter  of  intent  with  Pro Sports  &  Entertainment,  Inc.,  a
California  corporation ("Pro Sports"), to  acquire  all  of  the
outstanding capital stock of Pro Sports in exchange for which the
shareholders of Pro Sports would

<PAGE>

receive shares of capital  stock
of the Company.  In April 2004, the Company and Pro Sports ceased
their negotiations in connection with such proposed transaction.

      Subsequent to the end of fiscal 2004, on June 29, 2004, the
Company  signed a Merger Agreement with Association of Volleyball
Professionals,  Inc. ("AVP"), pursuant to which  at  closing  AVP
will   merge  into  Othnet  Merger  Sub,  Inc.  (a  wholly  owned
subsidiary of Othnet formed for the purpose of such transaction),
the result of which AVP will become a wholly owned subsidiary  of
the  Company and the operations of AVP will become the operations
of  the Company with AVP's stockholders owning a majority of  the
Company's stock (the "Reverse Merger").

     AVP   owns   and  operates  professional  beach   volleyball
activities in the United States involving the top U.S. men's  and
women's  beach  volleyball professionals, including  the  women's
gold  and  bronze  medalists in the 2004  Olympic  Games.   AVP's
activities  include:  tournaments, sponsorship  sales,  broadcast
rights,  licensing  and  trademark  agreements,  sales  of  food,
beverage and merchandise at the tournaments, player contracts and
other  associated  activities.   AVP  has  developed  a  national
platform  for beach volleyball and produced 12 men's  tournaments
and  12 women's tournaments throughout the United States in 2004.
AVP  has  more  than  125 of the top professional  players  under
exclusive  contracts  and  has  a sizable  and  growing  base  of
spectators  and television viewers that represents an  attractive
audience for national, regional and local sponsors.

      The completion of the Reverse Merger is subject to a number
of  conditions  including, but not limited  to,  the  raising  of
certain  financing.  Subsequent to the end of  fiscal  2004,  the
Company  began to raise certain private financing (consisting  of
convertible  debt, shares and warrants) (the "Bridge  Financing")
and has loaned certain amounts to AVP.

      Pursuant to the Bridge Financing, during the months of June
through  August 2004, the Company raised $2,360,000  through  the
sale  of  units ($2,060,000 was raised as of July  31,  2004  and
$300,000  was raised in August 2004).  Each unit consisted  of  a
One  Hundred Thousand Dollar ($100,000) Principal Amount of a 10%
Convertible  Promissory Note due one year from its issuance  (the
"Bridge  Notes"),  200,000  shares of Common  Stock  and  200,000
Common  Stock  Purchase  Warrants (the "Bridge  Warrants").   The
Bridge  Notes  are  convertible at the lesser of  (i)  $0.56  per
share,  or (ii) 85% of the selling price of the Company's  Common
Stock  per  share (or comparable conversion price  in  the  event
another convertible security is sold) in the Company's next round
of  financing.  The Bridge Warrants entitle the holder thereof to
purchase at any time beginning from the date of issuance  through
two  years  thereafter one share of Common Stock at  a  price  of
$0.21  per  share.  Pursuant to the Merger Agreement, Othnet  was
required  to loan AVP $2,000,000 (the "AVP Bridge Loan")  of  the
proceeds  from  the Bridge Financing.  During the  quarter  ended
July 31, 2004, the Company loaned $1,500,000 from the proceeds of
the  Bridge  Financing  to AVP and, in August  2004,  loaned  the
balance of $500,000 as required pursuant to the Merger Agreement.
The  AVP  Bridge  Loan  carries a 10% interest  rate  and  has  a
maturity date of June 3, 2005.

      Pursuant  to the Merger Agreement, AVP is not  required  to
consummate  the Reverse Merger if the Company does  not  raise  a
minimum  of  $4,360,000  (inclusive of any  principal  amount  of
Bridge  Notes  due  June  2005 issued by  the  Company  that  are
converted  into  shares of Common Stock).   With  regard  to  the
additional financing needed to consummate the Reverse Merger, the
Company intends to effect another private financing.  Pursuant to
an  agreement signed as of November 10, 2004, AVP has agreed that
it  will  not  exercise any termination rights under  the  Merger
Agreement until January 14, 2005 and shall not have the right  to
exercise  any such termination rights in the event the additional
financing is raised on or before January 14, 2005.  AVP has  also
agreed  that  in  the  event it should exercise  its  termination
rights in a manner consistent with the above, the AVP Bridge Loan
shall  be  due upon the

<PAGE>

earlier of (i) AVP raising a  minimum  of
$4,000,000 through any financing or financings, or (ii)  June  3,
2005.

      Assuming  the  raising  of  the  additional  financing  and
completion  of the Merger, the shareholders of AVP will  own,  as
mentioned  above,  a  majority equity interest  in  the  Company.
However,  there can be no assurance that the additional  required
financing  will  be obtained or that the Reverse Merger  will  be
completed.

      On  October  31, 2004, the Company had cash of $18,000  and
working capital of  $102,615.

      Our  independent  auditors have issued  a  "going  concern"
opinion in their report to our financial statements for the  year
ended April 30, 2004, citing the deficiency in working capital at
April  30, 2004 and the recurring operating losses.  Accordingly,
those  conditions raise substantial doubt about  our  ability  to
continue  as a going concern.  With the assignment of the  Othnet
Technology  in  May 2002, the Company's only operating  division,
the  Company has no current operations.  Although the Company has
signed  a  Merger Agreement with AVP, there can be no  assurance,
however,  that  such transaction will be completed  or  that  the
Company  will be able to acquire any other business  or  business
opportunity  or  that  any business or business  opportunity  the
Company  acquires  will prove successful  or   will  be  able  to
operate profitably.


Item 3.   Controls and Procedures.

     The   Company's   Chief  Executive  Officer  and   Principal
Financial Officer has reviewed the Company's disclosure  controls
and  procedures  as  of  the end of the period  covered  by  this
report.   Based upon this review, such officer believes that  the
Company's  disclosure controls and procedures  are  effective  in
timely  alerting  him  to  material information  required  to  be
included  in this report. There have been no significant  changes
in internal control over financial reporting that occurred during
the  fiscal  quarter covered by this report that have  materially
affected,  or  are  reasonably likely to materially  affect,  the
Company's internal control over financial reporting.


<PAGE>



                  PART II  -  OTHER INFORMATION

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities.

      During  the months of June through August 2004, the Company
raised  $2,360,000 through the sale of units to  certain  private
investors ($2,060,000 was raised as of July 31, 2004 and $300,000
was raised in August 2004).  Each unit consisted of a One Hundred
Thousand  Dollar ($100,000) Principal Amount of a 10% Convertible
Promissory  Note  due  one year from its  issuance  (the  "Bridge
Notes"), 200,000 shares of Common Stock (the "Bridge Stock")  and
200,000  Common Stock Purchase Warrants (the "Bridge  Warrants").
Accordingly,  4,720,000  shares of  Bridge  Stock  and  4,720,000
Bridge Warrants were issued.  The Bridge Notes are convertible at
the  lesser  of (i) $0.56 per share, or (ii) 85% of  the  selling
price  of  the  Company's Common Stock per share  (or  comparable
conversion  price  in the event another convertible  security  is
sold)  in  the  Company's next round of  financing.   The  Bridge
Warrants  entitle  the  holder thereof to purchase  at  any  time
beginning  from the date of issuance through two years thereafter
one share of Common Stock at a price of $0.21 per share.  All  of
the  securities  were issued in reliance upon the exemption  from
registration  pursuant to Section 4(2) of the Securities  Act  of
1933,  as  amended, for "transactions by the issuer not involving
any public offering".

Item 3.  Defaults Upon Senior Securities.

        None.

Item 4.  Submission of Matters to a Vote of Security-Holders.

        None.

Item 5.  Other Information.

        None.

Item 6.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits.

31.1 Certification of Chief Executive Officer pursuant to Section
     302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of
     the Exchange Act)
31.2 Certification of Principal Financial Officer pursuant to
     Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and
     15d-14 of the Exchange Act)
32.1 Certification pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

     (b)  Reports on Form 8-K.

          Listed  below are reports on Form 8-K filed during  the
          quarter for which this report is filed:

          None.

<PAGE>
                          SIGNATURES


     In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                   OTHNET, INC.
                                   (Registrant)



Dated: December 15, 2004      By: /s/ Jeffrey Wattenberg
                                  Jeffrey Wattenberg,
                                  President, Chief Executive
                                  Officer and Secretary
                                  (Principal Executive Officer and
                                  Principal Accounting and
                                  Financial Officer)