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 July 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
                         August 31, 2003




              PART I  -  FINANCIAL INFORMATION


Item 1.     Financial Statements


                        OTHNET, INC.

               Index to Financial Information

                 Period Ended July 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
                          July 31, 2003

<TABLE>
<CAPTION>

     ASSETS
<S>                                                 <C>
Current Assets
 Cash                                               $        733
                                                    ------------
      Total Assets                                  $        733
                                                    ============


     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
 Accounts payable                                   $    253,124
 Accounts payable to related parties                     113,651
 Accrued expenses                                         69,000
 Note payable                                             30,000
                                                    ------------
      Total Current Liabilities                          465,775
                                                    ------------
Stockholders' Deficit
 Preferred stock, $.001 par, 2,000,000 shares authorized
 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                   63,118
 Retained deficit                                    (13,143,015)
                                                    ------------
      Total Stockholders' Deficit                    (   465,042)
                                                    ------------
      Total Liabilities and Stockholders' Deficit   $        733
                                                    ============




</TABLE>
<PAGE>


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

<TABLE>
<CAPTION>

                                                          2003          2002
                                                     -----------      -----------
<S>                                                  <C>              <C>

Operating Expenses
  Depreciation & amortization                        $         -      $     2,791
  General and administrative                             (35,458)           4,766
                                                     -----------      -----------
Net Loss                                                 (35,458)     (     7,557)

Other Comprehensive Income (Loss)
  Foreign currency translation adjustment                (    42)               8
                                                     -----------      -----------
Net Comprehensive Loss                               $   (35,500)     $    (7,549)
                                                     ===========      ===========


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

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


</TABLE>
<PAGE>



                          OTHNET, INC.
                    STATEMENTS OF CASH FLOWS
            Three Months Ended July 31, 2003 and 2002

<TABLE>
<CAPTION>


                                              2003               2002
                                          -----------         -----------
<S>                                       <C>              <C>

Cash Flows From Operating Activities
 Net loss                                 $   (35,458)     $     (7,557)
 Adjustments to reconcile net loss
    to net cash used in operating
    activities:
   Depreciation and amortization                    -             2,791
   Changes in:
    Accounts payable                           12,250           (16,871)
    Accrued expenses                           23,250                -
                                          -----------         -----------
Net Cash Used In Operating Activities              42           (21,637)
                                          -----------         -----------

Cash Flows From Financing Activities
 Repayment of note payable to related party        -            (72,000)
                                          -----------         -----------
Effect of exchange rate changes on cash           (42)                8
                                          -----------         -----------
NET CHANGE IN CASH                                  -           (93,629)
 Cash balance, beginning                          733           105,563
                                          -----------         -----------
 Cash balance, ending                     $       733         $  11,934
                                          ===========         ===========

</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

      In  December  2001  and as a result of the  Company's  then
impaired  cash  position  and  failure  to  generate  significant
revenues  from its new business strategy, 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 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 certain transactions in  May
2002 described below.

      The  Company  reported no revenue from operations  for  the
three months ended July 31, 2003 and July 31, 2002.

      There  were  operating expenses for the three months  ended
July  31,  2003  of approximately $35,000 compared  to  operating
expenses of approximately $8,000 for the three months ended  July
31, 2002.  Operating expenses for the three months ended July 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   months  ended  July  31,  2002  were  comprised  of   the
recognition   of   depreciation  and  amortization   expense   of
approximately $3,000 and general and administrative  expenses  of
approximately $5,000. The Company had a net comprehensive loss of
approximately  $36,000 for the three months ended July  31,  2003
compared to a net comprehensive loss of approximately $8,000  for
the three months ended July 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.  It should be noted that in June 2002 the Company entered
into  a  letter of intent with Kingdom Entertainment  Group,  LLC
("Kingdom") whereby the members of Kingdom would receive,  either
through  the sale of all of the assets of Kingdom to the  Company
or  through a merger of Kingdom into the Company, shares  in  the
Company.   Kingdom  is  a  company  involved  in  the  music  and
entertainment industry.  No assurance can be given, however, that
a  definitive agreement relating thereto will be signed, or  that
this or any other transaction will in fact be consummated.

      On  July  31,  2003, the Company had cash of  approximately
$1,000 and a working capital deficit of approximately $465,000.

      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, in December 2001, 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.

          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.

                         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: September 15, 2003       By: /s/ Jeffrey Wattenberg
                                   Jeffrey Wattenberg,
                                   President, Chief Executive
                                   Officer and Secretary
                                   (Principal Executive Officer and
                                   Principal Accounting and
                                   Financial Officer)