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, 2003

[ ] 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: 21,349,279 outstanding as of November
30, 2003



        PART I  -  FINANCIAL INFORMATION


Item 1.        Financial Statements


                  OTHNET, INC.

         Index to Financial Information

          Period Ended October 31, 2003



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                         7



Item 3 -  Controls and Procedures                      9




                          OTHNET, INC.
                   CONSOLIDATED BALANCE SHEET
                        October 31, 2003

<TABLE>
<CAPTION>

ASSETS

<S>                                                          <C>

Current Assets
 Cash                                                         $        703
                                                              ============


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
 Accounts payable                                             $    259,821
 Accounts payable to related parties                               119,076
 Accrued expenses                                                   92,250
 Notes payable                                                      30,000
                                                              ------------
      Total Current Liabilities                                    501,147
                                                              ------------
Stockholders' Deficit
 Preferred stock, $.001 par, 2,000,000 shares authorized,
    none issued and outstanding
 Common stock, $.001 par value, 40,000,000 shares
    authorized, 17,264,279 issued and outstanding                   17,264
 Additional paid in capital                                     12,597,591
 Accumulated other comprehensive income                             63,011
 Retained deficit                                              (13,178,310)

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


      Total Stockholders' Deficit                              (   500,444)
                                                              ------------
 Total Liabilities and Stockholders' Deficit                  $        703

                                                              ============

</TABLE>
<PAGE>


                    OTHNET, INC.
              CONSOLIDATED STATEMENTS OF EXPENSES
  Three Months and Six Months Ended October 31, 2003 and 2002

<TABLE>
<CAPTION>


                                          Three Months                                       Six Months
                                        Ended October 31,                                 Ended October 31,
                                  2003                 2002                         2003                     2002
                              -----------           -----------                -----------               -----------
<S>                          <C>                    <C>                       <C>                       <C>
Operating Expenses
  Depreciation and
     amortization             $         -           $     2,791                $         -               $     5,582
General and
     administrative                35,297                 2,820                     70,755                     7,586
                              -----------           -----------                 -----------               -----------
Net Loss                          (35,297)               (5,611)                   (70,755)                  (13,168)

Other Comprehensive Loss
  Foreign currency
     translation adjustment       (   107)               (    8)                   (   149)                        -
                              -----------           -----------                 -----------               -----------
Net Comprehensive Loss        $   (35,404)          $    (5,619)                $  (70,904)              $   (13,168)
                              ===========           ===========                 ===========               ===========

Basic and diluted net
  loss per common share            $(0.00)          $     (0.00)                $    (0.00)                   $(0.00)

Weighted average common
  shares outstanding           17,264,279            13,064,279                 17,264,279                13,064,279

</TABLE>
<PAGE>



                          OTHNET, INC.
                    STATEMENTS OF CASH FLOWS
           Six Months Ended October 31, 2003 and 2002

<TABLE>
<CAPTION>

                                                                   2003                        2002
                                                               -----------               -----------

<S>                                                            <C>                       <C>


Cash Flows From Operating Activities
 Net loss                                                      $   (70,755)              $   (13,168)

 Adjustments to reconcile net loss
    to net cash used by operating activities:
   Depreciation and amortization                                         -                     5,582
   Changes in:
    Accounts payable                                                18,950                   (25,235)
    Accrued expenses                                                46,500                         -
                                                               -----------                -----------
Net Cash Used In Operating Activities                              ( 5,305)                (  32,821)

                                                               -----------                -----------
Cash Flows From Financing Activities
 Advances from related parties                                       5,425                         -
 Repayment of note payable to related party                              -                   (72,000)

                                                               -----------                -----------
Effect of exchange rate on cash                                    (   150)                        -
                                                               -----------                -----------
NET CHANGE IN CASH                                                 (    30)                 (104,821)


 Cash balance, beginning                                               733                   105,563
                                                               -----------                -----------
 Cash balance, ending                                          $       703                $      742
                                                               ===========                ===========


</TABLE>
<PAGE>


                          OTHNET, INC.
                 NOTES TO FINANCIAL STATEMENTS


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
2003, as reported in the 10-KSB, have been omitted.



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 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 the caption "Other Factors Affecting Our Operating
Results" in Part II, Item 6, "Management's Discussion and Analysis or Plan
of Operation" of the Company's Annual Report on Form 10-KSB for the year
ended April 30, 2003.  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, 2003 and October 31, 2002.

     There were operating expenses for the three and six months ended
October 31, 2003 of approximately $35,000 and $71,000, respectively,
compared to operating expenses of approximately $6,000 and $13,000,
respectively, for the three and six months ended October 31, 2002.
Operating expenses for the three and six months ended October 31, 2003
were comprised of general and administrative expenses primarily due to the
salary amount accrued for the Company's President and professional fees.
Operating expenses for the three and six months ended October 31, 2002
were comprised of the recognition of depreciation and amortization expense
of approximately $3,000 and $6,000, respectively, and general and
administrative expenses of approximately $3,000 and $8,000, respectively.
The Company had a net comprehensive loss of approximately $35,000 and
$71,000 for the three and six months ended October 31, 2003 compared to a
net comprehensive loss of approximately $6,000 and $13,000 for the three
and six months ended October 31, 2002.  The change in net loss is
primarily due to the changes in operating expenses discussed above.


Liquidity and Capital Resources

     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.

     In carrying out this plan, the Company received $300,000 in equity
financing in April 2002 from a private investor by selling 600,000 shares
of its common stock at a purchase price of $0.50 per share and the Company
entered into certain agreements and effected the transactions described
below in May 2002.  See "Redemption of Shares and Assignment of the Othnet
Technology" below. Although the aforesaid transactions were effected as of
May 9, 2002, said transactions were recorded as of the balance sheet date
of April 30, 2002 as the type of subsequent event that requires adjustment
to the balance sheet carrying values because they affect the estimates
used in preparing financial statements.

     As a result of the foregoing, the Company has no current business
operations and its principal business purpose at this time is to seek to
extinguish much of its outstanding debt and to locate and consummate a
merger or acquisition with a private entity.   In fiscal 2003, the Company
entered into a letter of intent with Kingdom Entertainment Group, LLC
("Kingdom") to merge with or acquire Kingdom which letter of intent was
terminated in September 2003.   Subsequent to the recently completed
fiscal quarter, and on December 5, 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 will receive
shares of capital stock of the Company.  The transaction is subject to the
parties entering into a definitive agreement and various other conditions,
including the raising of certain financing.  No assurance can be given
that a definitive agreement relating thereto will be signed, that such
financing can be obtained or that such transaction will in fact be
consummated.

     On October 31, 2003, the Company had cash of approximately $1,000
and a working capital deficit of approximately $500,000.

     Our independent auditors have issued a "going concern" opinion in
their report to our financial statements for the year ended April 30,
2003, citing the deficiency in working capital at April 30, 2003 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.  As a result,
the Company's principal business purpose at this time is to seek to
extinguish much of its outstanding debt and to locate and consummate a
merger or acquisition with a private entity.  There can be no assurance,
however, that the Company will be able to acquire any business or business
opportunity or that any business or business opportunity the Company
acquires will prove successful or will be able to operate profitably.

     Redemption of Shares and Assignment of the Othnet Technology


     As mentioned above, during the quarter ended January 31, 2002, the
Board of Directors of the Company 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, the Company entered into
agreements and effected the transactions described below.

     Pursuant to a  Redemption Agreement dated May 9, 2002 (the "PPP
Redemption Agreement") by and between the Company and People to People
Publishing, Inc., a Delaware corporation ("PPP")  and an Assignment and
Assumption Agreement dated May 9, 2002 between the Company and PPP, the
Company has agreed to redeem 4,085,000 shares of its common stock held of
record by PPP in consideration (i) for the assignment (the "Othnet
Technology Assignment") by the Company to 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.  Such amount was paid on May 9, 2002 (the "Initial Closing").
In connection with the Othnet Technology 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.

     PPP is a corporation formed in January 2002 by Christopher J.
Pearson and certain other former stockholders of the Company (the "PPP
Founders") to effect the transactions contemplated by the PPP Redemption
Agreement and the Othnet Technology Assignment.  Subsequent to the
formation of PPP and prior to May 9, 2002, each of the PPP Founders
transferred the shares each of them then owned in the Company to PPP.  As
a result, PPP became the owner of 4,085,000 shares (the "PPP Shares") of
common stock of the Company.  Prior to May 9, 2002, Christopher J. Pearson
was the Vice President and a director of the Company.

     The Othnet Technology Assignment is subject to the Company
obtaining shareholder approval (the "Shareholder Approval").  Pursuant to
a Supplemental Agreement dated June 2, 2003, the parties have agreed to
extend the date for obtaining Shareholder Approval to March 31, 2004.  In
the event Shareholder Approval is not obtained on or before March 31,
2004, then PPP shall be granted a non-exclusive worldwide license in
perpetuity (the "License") to use any part of the Othnet Technology or
patent application related thereto upon payment to Othnet of a fee of
$5,000 and all of the PPP Shares shall be redeemed and immediately
canceled.   Pending Shareholder Approval or the License, all of the PPP
Shares being redeemed are being held in escrow and will maintain voting
rights although PPP has agreed to vote all of the shares in favor of the
Othnet Technology Assignment.

     In addition to the foregoing, the Company has transferred
ownership of its web sites www.oth.net and www.othnet.com to Joel Pearson,
one of the PPP Founders and the father of Christopher J. Pearson, in
consideration for the assumption of all liabilities associated with such
sites.


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.



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.

On December 5, 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 will receive shares of capital stock
of the Company.  The transaction is subject to the parties entering into a
definitive agreement and various other conditions, including the raising
of certain financing.  No assurance can be given that a definitive
agreement relating thereto will be signed, that such financing can be
obtained or that such transaction will in fact be consummated.

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:

Form 8-K (Date of Report: September 29, 2003); Items reported   Item 5
(notice of termination of letter of intent); no financial statements
filed.


                         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 22, 2003          By: /s/ Jeffrey Wattenberg
                                  Jeffrey Wattenberg,
                                  President, Chief Executive Officer and
                                  Secretary (Principal Executive Officer
                                  and Principal Accounting and Financial
                                  Officer)