SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-QSB


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

For the quarterly period ended January 31, 2002

[ ] TRANSITION REPORT UNDER 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 of          (I.R.S. Employer
Incorporation or Organization)        Identification No.)


The First National Bank Building
332 Minnesota Street, Suite 100 North
St. Paul, Minnesota 55101
(Address of Principal Executive Offices)

Issuer's telephone number, including area code: (651) 291-2993

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:  16,949,279 outstanding as of
April 15, 2002

<PAGE>


                OTHNET, INC.
       Quarter Ended January 31, 2002

                   INDEX


Part I    -    Financial Information

Item 1. Financial Statements
                                                          Page

          Unaudited Consolidated Balance Sheets             3

          Unaudited Consolidated Statements of Operations   4

          Unaudited Consolidated Statements of Cash Flows   5

          Unaudited Notes to Consolidated
           Financial Statements                             6

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


Part II   -    Other Information                           13

<PAGE>

<TABLE>
<CAPTION>

OTHNET, INC.
(Formerly known as PL Brands, Inc.)
(A development stage company)

UNAUDITED CONSOLIDATED BALANCE SHEETS

                                                                   January 31,      April, 30
                                                                      2002            2001
                                                                  ------------    ------------
<S>                                                               <C>             <C>
ASSETS

CURRENT ASSETS:
  Cash                                                            $        116    $    559,365
  Prepaid expenses                                                           -             875
                                                                  ------------    ------------
     Total current assets                                                  116         560,240

PROPERTY AND EQUIPMENT:
  Office furniture and equipment                                        72,312          55,599
  Less accumulated depreciation                                         20,498           8,132
                                                                  ------------    ------------
     Property and equipment, net                                        51,814          47,467

OTHER ASSETS:
  Investment in Savage Beast                                           250,000               -
  License Agreement                                                          -         180,000
  Proprietary information database and search engine                   800,000       2,166,310
                                                                  ------------    ------------
     Total other assets                                              1,050,000       2,346,310

                                                                  ------------    ------------
                                                                  $  1,101,930    $  2,954,017
                                                                  ============    ============
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                $    478,677    $    246,086
  Note payable to bank                                                  25,000               -
  Notes payable to shareholders                                         29,725               -
  Shareholder advances                                                  10,276               -
  Accrued salaries and benefits                                        176,095          35,462
                                                                  ------------    ------------
     Total current liabilities                                         719,773         281,548

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Common stock, $.001 par value, 40,000,000 shares authorized,
   16,949,279 issued and outstanding                                    16,949          16,899
  Preferred stock, $.001 par value, 2,000,000 shares authorized              -               -
  Additional paid-in capital                                        12,219,230      11,969,280
  Accumulated deficit                                              (11,854,022)     (9,313,710)
                                                                  ------------    ------------
     Total shareholders' equity                                        382,157       2,672,469

                                                                  $  1,101,930    $  2,954,017
                                                                  ============    ============
</TABLE>

          See Unaudited notes to the Consolidated Financial Statements

<PAGE>
<TABLE>
<CAPTION>

OTHNET, INC.
(Formerly known as PL Brands, Inc.)
(A development stage company)

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS


                                              Cumulative
                                              Period From
                                              May 1, 2000    Three Months Ended January 31,  Nine Months Ended January 31,
                                             to January 31,  ------------------------------  -----------------------------
                                                  2002            2002            2001            2002            2001
                                             ------------    ------------    --------------  ------------    -------------
<S>                                          <C>             <C>             <C>                    <C>            <C>
Net sales                                    $     31,205    $         66    $     10,352           5,750          28,782

Operating Expenses:
 Amortization of intellectual property          1,499,745         166,634         249,955         666,555         583,233
 General and administrative expenses            3,055,406         273,788         636,964       1,098,903       1,451,748
  Write-off of impaired assets                    783,755         783,755                         783,755
 Stock based compensation for nonemployees      4,404,307
                                             ------------    ------------    ------------    ------------    ------------
      Total operating expenses                  9,743,213       1,224,177         886,919       2,549,213       2,034,981

Loss from operations                           (9,712,008)     (1,224,111)       (876,567)     (2,543,463)     (2,006,199)

Other Income                                       77,476              56          16,815           3,151          46,129
                                             ------------    ------------    ------------    ------------    ------------

Net loss                                     $ (9,634,532)   $ (1,224,055)   $   (859,752)   $ (2,540,312)   $ (1,960,070)
                                             ============    ============    ============    ============    ============

Basic and diluted net loss per share               $(0.60)         $(0.07)         $(0.05)         $(0.15)         $(0.13)
                                             ============    ============    ============    ============    ============

Weighted average shares outstanding            16,168,364      16,949,279      16,899,279      16,915,946      15,175,726
                                             ============    ============    ============    ============    ============

</TABLE>
          See Unaudited notes to the Consolidated Financial Statements


<PAGE>
<TABLE>
<CAPTION>

OTHNET, INC.
(Formerly known as PL Brands, Inc.)
(A development stage company)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                           Cumulative
                                                           Period From
                                                           May 1, 2000     Nine Months Ended January 31,
                                                          to January 31,   -----------------------------
                                                              2002             2002              2001
                                                          -----------      -----------       -----------
<S>                                                       <C>              <C>               <C>
Operating Activities
 Net loss                                                 $(9,634,532)     $(2,540,312)      $(1,960,070)
 Adjustment to reconcile net loss to net cash used
   used in operating activities:
 Fair value of options granted to nonemployees              4,404,307                -
 Stock compensation expense                                   499,000                -           499,000
 Depreciation and amortization                              1,616,243          774,921           588,145
 Write-off of impaired assets                                 783,755          783,755
 Changes in assets and liabilities affecting cash flow:
   flow (net of assets acquired):
  Prepaid expenses                                                  -              875           (55,877)
  Accounts Receivable                                               -                            (15,132)
  Accounts payable                                            314,197          232,591            38,891
  Accrued salaries and benefits                               176,095          140,633            26,178
                                                          -----------      -----------       -----------
     Net cash (used in operating activities)               (1,840,935)        (607,537)         (878,865)

Investing Activities
 Purchase of intellectual property - Othnet                  (500,000)               -          (500,000)
 Purchase of license agreement                               (100,000)               -                 -
 Purchase of office furniture and equipment                   (72,312)         (16,713)          (49,489)
                                                          -----------      -----------       -----------
     Net cash used in investing activities                   (672,312)         (16,713)         (549,489)

Financing Activities
 Net proceeds from sale of common stock
   in private placement                                     2,443,823                -         2,443,823
 Proceeds from bank loan                                       25,000           25,000                 -
 Proceeds from shareholder loans                               29,725           29,725
 Advances from shareholders                                    10,276           10,276
 Other proceeds from issuance of common stock                   1,500                -             1,500
                                                          -----------      -----------       -----------
     Net cash from financing activities                     2,510,324           65,001         2,445,323

Net (decrease) increase in cash                                (2,923)        (559,249)        1,016,969

Cash beginning of period                                        3,039          559,365             3,039
                                                          -----------      -----------       -----------
Cash end of period                                        $       116      $       116       $ 1,020,008
                                                          ===========      ===========       ===========
NONCASH TRANSACTIONS
 Issuance of 50,000 shares for investment in
   Savage Beast                                           $   250,000      $   250,000       $         -
                                                          ===========      ===========       ===========
 Issuances of 500,000 common shares for
   services provided                                      $   249,500      $         -           249,500
                                                          ===========      ===========       ===========
 Issuances of 4,500,000 common shares for purchase
   of intellectual database and search engine             $ 2,250,000      $         -       $ 2,250,000
                                                          ===========      ===========       ===========
 Amount due for purchase of license agreement
   (included in accounts payable)                         $    80,000      $         -       $    80,000
                                                          ===========      ===========       ===========
</TABLE>

          See Unaudited notes to the Consolidated Financial Statements



<PAGE>

OTHNET, INC.
(formerly known as PL Brands, Inc.)
(a development stage company)


UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.   Unaudited Interim Financial Information

     The accompanying interim consolidated financial
statements are unaudited, but in the opinion of the management
of the Company, contain all adjustments, consisting of only
normal recurring accruals, necessary to present fairly the
financial position at January 31, 2002 and April 30, 2001, the
results of operations for the three and nine month periods
ended January 31, 2002 and 2001, and the cash flows for the
nine month periods ended January 31, 2002 and 2001.  The
results of operations for the three and nine month periods
ended January 31, 2002 are not necessarily indicative of the
results of operations to be expected for the full fiscal year
ending April 30, 2002. These interim consolidated financial
statements should be read in conjunction with the audited
financial statements and notes thereto appearing in the
Company's Form 10-KSB for the year ended April 30, 2001.

Note 2.   Note Payable to Bank

     On October 19, 2001, the Company borrowed $25,000 from a
bank.  The loan was due on December 18, 2001, and bears
interest at 1% over the bank prime rate (6.5%).  The loan is
secured by the assets of the Company and a personal guaranty by
the President of the Company.  The due date of the loan has
been extended to May 18, 2002.

Note 3. Savage Beast

     The Company completed a stock exchange with Savage Beast
Technologies Incorporated ("Savage Beast") during the three months
ended October 31, 2001, by issuing  Savage Beast 50,000 shares
of common stock, at an agreed valuation of $5.00 per share, or
$250,000 in the aggregate, in exchange for 100,000 shares of
Savage Beast's common stock, at an agreed valuation of $2.50
per share, or $250,000 in the aggregate.  Should the Company
sell shares of its common stock at a price below $5.00 per
share (reduced price) in its next round of financing, the
number of shares of Company common stock issued to Savage Beast
shall be increased such that the total number of shares issued
multiplied by the reduced price equals $250,000.

Note 4.  Asset Impairment

     In December 2001, the Board of Directors approved a plan
to shut down all nonessential functions of the Company and to
reduce all expenses that were not absolutely essential to
maintaining the Company as a reporting entity until the Company
is able to obtain some type of cash infusion. Additionally, the
Company began pursuing the sale or license of its technology.
In carrying out this plan, management has entered into
agreements described in Note 5.  Based on management's plan, it
was deemed that the license agreement and the Company's
proprietary information data base and search engine were
impaired, and as a result, an impairment charge of $84,000 and
$700,000, respectively, was recorded at December 31, 2001.  The
impairment charges are based on the estimated fair value of the
common stock being exchanged for the transfer of the technology
as described in Note 5.

<PAGE>


Note 5.  Subsequent Event

     In April 2002, the Company received $300,000 in equity
financing from a private investor by selling 600,000 shares of
its common stock at a purchase price of $0.50 per share.  In
addition, the following documents have been executed (all of
which will be effective upon the clearance of the foregoing
funds received from such investor and certain other conditions
(the "Initial Closing")):

     Pursuant to a  Redemption Agreement and an Assignment
and Assumption Agreement, the Company has agreed to redeem
4,085,000 shares of its common stock from certain shareholders
of the Company in consideration (i) for the assignment by the
Company to a new entity called People to People Publishing,
Inc. (formed by such selling shareholders) ("PPP") of the
Company's current principal technology consisting primarily of
the Company's peer to peer file sharing software, including
without limitation, the technology with respect to digital
rights management technology which is subject of the Company's
patent application (the "Othnet Technology"), and (ii) a
payment of $32,500.  In connection with the assignment, PPP has
agreed to assume all liabilities or obligations in connection
with the Othnet Technology whether such liabilities were
incurred prior to or after the date of the assignment, except
with respect to legal fees or other trade creditor debt
associated with the development of the Othnet Technology.
Notwithstanding the foregoing, the assignment is subject to the
Company obtaining shareholder approval (the "Shareholder
Approval") on or before September 30, 2002.  Pending such
approval, all of the foregoing 4,085,000 shares to be redeemed
are to be held in escrow and will maintain voting rights
although the holder thereof has agreed to vote all of the
shares in favor of the assignment. The Company has also
transferred ownership of its web sites www.oth.net and
www.othnet.com in consideration for the assumption of all
liabilities associated with such sites.

     Pursuant to an Agreement for Separation and Release
entered into with Richard A. Barbari, the Company's Chief
Executive Officer, Mr. Barbari has agreed to resign as an
officer and director of the Company and have 400,000 shares of
common stock of the Company owned by him redeemed by the
Company in consideration for the payment by the Company of
certain funds Mr. Barbari has advanced on behalf of the Company
or debt Mr. Barbari has guaranteed, as well as the transfer to
Mr. Barbari of an automobile registered in the Company's name.
Prior to the filing of this report, Mr. Barbari and the Company
executed a Redemption Agreement with respect to such 400,000
shares.

     Prior to the Initial Closing, the Company will obtain
the resignation of each of the current officers and Board
members, and Jeffrey Wattenberg will be elected sole director
of the Company which shall be effective upon the Initial
Closing.

     All of the documents which have been executed prior to
the filing of this report in connection with the foregoing
transactions are being held in escrow pending the Initial
Closing (other than the 4,085,000 shares to be redeemed as
described above which will continue to be held in escrow
pending the Shareholder Approval).  It is anticipated that the
Initial Closing will occur within days after the filing of this
report. Following the Initial Closing,  it is expected that the
Company will seek to extinguish much of its outstanding debt
and seek another business opportunity.  As of the date of this
report, the Company has no agreement, understanding or
arrangement to acquire or participate in any specific business
opportunity.  No assurance can be given that the Company will
be able to consummate any such arrangements or, if consummated,
that such business opportunity will be successful.

<PAGE>


ITEM 2.  MANAGEMENT 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
Consolidated Financial Statements and the related notes
thereto.

Forward-Looking Statements

     This Form 10-QSB contains certain forward-looking
statements and information that reflect the Company's
expectations about its future operating results, performance
and opportunities that involve substantial risks and
uncertainties. When used in this Form 10-QSB, the words
"anticipate", "believe", "estimate", "plan," "intend" and
"expect" and similar expressions, as they relate to Othnet,
Inc. for its management, are intended to identify such forward-
looking statements. These forward looking statements are based
on information currently available to the Company and are
subject to a number of risks, uncertainties, and other factors
that could cause the Company's actual results, performance,
prospects, and opportunities to differ materially from those
expressed in, or implied by, these forward-looking statements.
Factors that could cause or contribute to such differences
include, but are not limited to, the factors discussed under
"Other Factors Affecting Our Operating Results".

Results of Operations

     In December 2001, the Board of Directors approved a plan
to shut down all nonessential functions of the Company and to
reduce all expenses that were not absolutely essential to
maintaining the Company as a reporting entity until the Company
is able to obtain some type of cash infusion. Additionally, the
Company began pursuing the sale or license of its technology.
In carrying out this Plan, management has entered into
agreements described in "Recent Events" below.  Based on
management's plan, it was deemed that the license agreement and
the Company's proprietary information data base and search
engine were impaired, and as a result, an impairment charge of
$84,000 and $700,000, respectively, was recorded at December
31, 2001.  The impairment charges are based on the estimated
fair value of the common stock being exchanged for the transfer
of the technology as described in "Recent Events" below.

     The Company reported revenues of approximately $100 and
$6,000 from operations for the three and nine months ended
January 31, 2002 compared to revenues of approximately $10,000
and $29,000 for the three and nine months ended January 31,
2001.

     Operating expenses were approximately $1,224,000 and
$2,549,000 for the three and nine months ended January 31, 2002
and were comprised primarily of write-offs of impaired assets,
compensation expense, amortization (relating to the Company's
proprietary information database, search engine and license
agreement), contract labor, consulting, and professional fees.
This compared to operating expenses of approximately $887,000
and $2,035,000 for the three and nine months ended January 31,
2001. The increase for the three and nine months ended January
31, 2002 compared to the comparable periods of 2001 was
primarily attributable to write-offs of impaired assets of
approximately $784,000 for the three and nine months ended
January 31, 2002 and an increase in amortization of
intellectual property to approximately $667,000 for the nine
months ended January 31, 2002 compared to $583,000 for the
comparable period of fiscal 2001, partially offset by a
decrease in general and administrative expenses  to
approximately $274,000 and $1,099,000 for the three and nine
months ended January 31, 2002 from approximately $637,000 and
$1,452,000 for the three and nine months ended January 31,
2001.

     The Company had interest income of approximately $100
and $3,000 for the three and nine months ended January 31, 2002
compared to approximately $17,000 and $46,000 for the three and
nine months ended January 31, 2001.

<PAGE>

     For the three and nine months ended January 31, 2002,
the Company had a net loss of approximately $1,224,000 and
$2,540,000, respectively, compared to a net loss of
approximately $860,000 and $1,960,000, respectively, for the
three and nine months ended January 31, 2001. The increase in
net loss for the three and nine months ended January 31, 2002
is primarily due to a write-off of impaired assets of
approximately $784,000 partially offset by a decrease in
general and administrative expenses.

Liquidity and Capital Resources

     On January 31, 2002, the Company had cash of
approximately $100 and a working capital deficit of
approximately $720,000. The Company's primary source of
liquidity has been cash provided through equity offerings and
interest income.

     Cash used in operating activities was approximately
$608,000 for the nine months ended January 31, 2002 which was
primarily the result of a loss of approximately $2,540,000
partially offset by non-cash charges totaling approximately
$775,000 for depreciation and amortization, impaired asset
write-offs of approximately $784,000, and an increase in
accounts payable and accrued salaries and benefits of
approximately $373,000.

     Cash used in operating activities was approximately
$879,000 for the nine month period ended January 31, 2001 which
was primarily the result of a loss of approximately $1,960,000
partially offset by non-cash charges totaling $499,000 for
stock compensation expense and approximately $588,000 for
depreciation and amortization.

     For the nine months ended January 31, 2002, the Company
also used approximately $17,000 in investing activities for the
purchase of property and equipment, compared to approximately
$49,000 in the nine months ended January 31, 2001.  The Company
also paid $500,000 of cash as part of the consideration for the
intellectual property in the nine months ended January 31,
2001.

     Cash provided by financing activities totaled
approximately $65,000 in the nine months ended January 31, 2002
which was provided by a bank loan of $25,000 and loans and
advances from shareholders of $40,000, compared to $2,445,000
from the sale of common stock in the nine months ended January
31, 2001.

     The Company's cash position is minimal at January 31,
2002 and the Company's funds, together with any operating
revenues that are recognized, are inadequate to meet its
current cash requirements.

     During the quarter ended January 31, 2002, the Company
decided to shut down all nonessential functions of the Company
and to reduce all expenses that were not absolutely essential
to maintaining the Company as a reporting entity until the
Company is able to obtain some type of cash infusion.
Additionally, the Company began pursuing the sale or license of
its technology.

     As a result of such actions, during the quarter ended
January 31, 2002, the Company entered into a letter of intent
which provided that the Company would attempt to complete a
private offering of its stock in order to raise approximately
$250,000 to $500,000 for the purpose of extinguishing certain
liabilities of the Company and financing the Company's
participation in a transaction whereby shares of stock owned by
certain shareholders (the "Sellers") would be redeemed by the
Company in consideration of a license, sale or other transfer
by the Company to a corporation to be created by the Sellers of
the Company's technology.  The letter of intent further
provided that upon receipt and approval of a business plan and
pro forma financial statements from the new entity, the Company
would further provide an investment in the new entity of
$125,000 in consideration of the receipt of shares comprising
not less than 33 1/3% of the issued shares of the new entity.
All of the transactions as contemplated by the letter of intent
have not been consummated but

<PAGE>

the Company has, prior to the filing of this report, effected
certain transactions in place thereof which it believes will
allow the Company to relieve itself of much debt and seek
another business opportunity (see "Recent Events").

     Recent Events

     In April 2002, the Company received $300,000 in equity
financing from a private investor by selling 600,000 shares of
its common stock at a purchase price of $0.50 per share.  In
addition, the following documents have been executed (all of
which will be effective upon the clearance of the foregoing
funds received from such investor and certain other conditions
(the "Initial Closing")):

     Pursuant to a  Redemption Agreement and an Assignment
and Assumption Agreement, the Company has agreed to redeem
4,085,000 shares of its common stock from certain shareholders
of the Company in consideration (i) for the assignment by the
Company to a new entity called People to People Publishing,
Inc. (formed by such selling shareholders) ("PPP") of the
Company's current principal technology consisting primarily of
the Company's peer to peer file sharing software, including
without limitation, the technology with respect to digital
rights management technology which is subject of the Company's
patent application (the "Othnet Technology"), and (ii) a
payment of $32,500.  In connection with the assignment, PPP has
agreed to assume all liabilities or obligations in connection
with the Othnet Technology whether such liabilities were
incurred prior to or after the date of the assignment, except
with respect to legal fees or other trade creditor debt
associated with the development of the Othnet Technology.
Notwithstanding the foregoing, the assignment is subject to the
Company obtaining shareholder approval (the "Shareholder
Approval") on or before September 30, 2002.  Pending such
approval, all of the foregoing 4,085,000 shares to be redeemed
are to be held in escrow and will maintain voting rights
although the holder thereof has agreed to vote all of the
shares in favor of the assignment. The Company has also
transferred ownership of its web sites www.oth.net and
www.othnet.com in consideration for the assumption of all
liabilities associated with such sites.

     Pursuant to an Agreement for Separation and Release
entered into with Richard A. Barbari, the Company's Chief
Executive Officer, Mr. Barbari has agreed to resign as an
officer and director of the Company and have 400,000 shares of
common stock of the Company owned by him redeemed by the
Company in consideration for the payment by the Company of
certain funds Mr. Barbari has advanced on behalf of the Company
or debt Mr. Barbari has guaranteed, as well as the transfer to
Mr. Barbari of an automobile registered in the Company's name.
Prior to the filing of this report, Mr. Barbari and the Company
executed a Redemption Agreement with respect to such 400,000
shares.

     Prior to the Initial Closing, the Company will obtain
the resignation of each of the current officers and Board
members, and Jeffrey Wattenberg will be elected sole director
of the Company which shall be effective upon the Initial
Closing.

     All of the documents which have been executed prior to
the filing of this report in connection with the foregoing
transactions are being held in escrow pending the Initial
Closing (other than the 4,085,000 shares to be redeemed as
described above which will continue to be held in escrow
pending the Shareholder Approval).  It is anticipated that the
Initial Closing will occur within days after the filing of this
report. Following the Initial Closing,  it is expected that the
Company will seek to extinguish much of its outstanding debt
and seek another business opportunity.  As of the date of this
report, the Company has no agreement, understanding or
arrangement to acquire or participate in any specific business
opportunity.  No assurance can be given that the Company will
be able to consummate any such arrangements or, if consummated,
that such business opportunity will be successful.

<PAGE>

Other Factors Affecting our Operating Results

     The following risk factors and other information
included in this Form 10-QSB should be carefully considered.
The risks and uncertainties described below are not the only
ones we face. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also
impair our business operations.  See "Forward-Looking
Statements" above.

     WE NEED TO OBTAIN ADDITIONAL FUNDS.  At January 31,
2002, the Company had principally exhausted all of its
remaining cash and the Company's funds, together with any
operating revenues that are recognized, are inadequate to meet
its current cash requirements.  See "Liquidity and Capital
Resources" above for additional information.

     COMPETITION FOR BUSINESS OPPORTUNITIES.  In the event
the Company seeks another business opportunity, the Company is
aware that there are many other public companies with only
nominal assets that are also searching for operating businesses
and other business opportunities as potential acquisition or
merger candidates.  The Company will be in direct competition
with these other public companies in its search for business
opportunities.  In addition, the Company expects to encounter
substantial competition in its efforts to attract business
opportunities from business development companies, venture
capital partnerships and corporations, venture capital
affiliates of large industrial and financial institutions,
small business investment companies and wealthy individuals.
Competition in the search for business opportunities is
principally based upon experience in connection with
identifying and effecting business acquisitions, financial and
personnel resources and technical expertise.  Many of these
entities have significantly greater experience, financial and
personnel resources, and managerial and technical capabilities
than the Company and in all likelihood will be in a better
position than the Company to obtain access to attractive
business opportunities.  In  view of the Company's limited
financial resources and personnel, the Company will continue to
be at a significant competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination.

     EXTREMELY LIMITED CAPITALIZATION.  The Company has
insufficient capital with which to make any significant asset
acquisitions.  Accordingly, it is likely that the consideration
utilized to make  any acquisitions will consist of equity
securities.  In addition,  inasmuch as the Company's
capitalization is limited and the issuance of additional Common
Stock will result in a dilution of  interest for present
shareholders, it is unlikely  the Company will be capable of
negotiating more than one merger  or acquisition.
Consequently, the Company's lack of diversification  may
subject  the  Company to economic  fluctuation within a
particular industry in which a target company conducts
business.

     LACK OF MARKET RESEARCH OR IDENTIFICATION OF ACQUISITION
OR MERGER CANDIDATE.  The Company has neither conducted nor
have others made available to it results of market research
concerning the availability of potential business
opportunities.  Therefore, management has no assurance that
market demand exists for a merger or acquisition in the event
the Company seeks another business opportunity.

     TAXATION.   In  the course of any acquisition or  merger
the Company may undertake, a substantial amount of attention
will be focused upon federal and state tax consequences to both
the Company and the "target" company.  Presently, under Section
368 of the Internal Revenue Code of 1986, as amended, a
statutory merger or consolidation is an exempt transaction and
may be tax-free if effected in accordance with State law.
While the Company expects to undertake any merger or
acquisition so as to minimize federal and state tax
consequences to both the Company and the "target" company,
there is no assurance that such business combination will meet
the statutory requirements of a reorganization or that the
parties will obtain the intended tax-free treatment upon a
transfer of stock or  assets. A nonqualifying reorganization
could result in the imposition of both federal and state taxes
which may have substantial adverse effect on the Company.

<PAGE>

     POSSIBLE USE OF DEBT FINANCING; DEBT OF AN ACQUIRED
BUSINESS.  There are currently no limitations relating to the
Company's ability to borrow funds to increase the amount of
capital available to the Company to effect a business
combination or otherwise finance the operations of an acquired
business.  The amount and nature of any borrowings by the
Company will depend on numerous considerations, including the
Company's capital requirements, the Company's perceived ability
to meet debt service on such borrowings, and then-prevailing
conditions in the financial markets, as well as general
economic conditions.  There can be no assurance that debt
financing, if required or otherwise sought, will be available
on terms deemed to be commercially acceptable and in the best
interest of the Company.  The inability of the Company to
borrow funds required to effect or facilitate a business
combination, or to provide funds for an additional infusion of
capital into an acquired business, may have a material adverse
effect on the Company's financial condition and future
prospects.  Additionally, to the extent that debt financing
ultimately proves to be available, any borrowings may subject
the Company to various risks traditionally associated with
incurring of  indebtedness, including the risks of interest
rate fluctuations and insufficiency of cash flow to pay
principal and interest.   Furthermore, an acquired business may
already have previously-incurred debt financing and, therefore,
the risks inherent thereto, as discussed above.

     ISSUANCE OF SHARES IN MERGER OR ACQUISITION.  Any
acquisition effected by the Company may result in  the issuance
of additional Common Stock without shareholder approval and may
result in substantial dilution in the percentage of the
Company's securities held by the Company's  then-shareholders.
Moreover, the Common Stock issued in any such  merger or
acquisition transaction may be valued on an arbitrary or non
arm's-length basis by management of the Company, resulting in
an additional reduction in the percentage of securities held by
the Company's then-shareholders.

<PAGE>

        PART II - OTHER INFORMATION


Item 1.   LEGAL PROCEEDINGS

          None.

Item 2.   CHANGES IN SECURITIES

          None.

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.

          There are no exhibits applicable to this Form
          10-QSB.

          (b)  Reports on Form 8-K.

          Listed below are reports on Form 8-K filed
          during fiscal quarter ended January 31, 2002.

          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: April 23, 2002         By: /s/ Richard A. Barbari
                                  Richard A Barbari,
                                  President, Chief Executive
                                  Officer and Chairman of
                                  the Board
                                  (Principal Executive Officer
                                  and Principal Accounting
                                  and Financial Officer)