SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

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

                  For the fiscal year ended September 30, 2002

                                       or

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

               For the transition period from _______ to ________

                       Commission File Number 33-131110 NY

                               4net Software, Inc.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

          Delaware                                     11-2831380
------------------------------                      ----------------
State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

10 South Street, Suite 201, Ridgefield, Connecticut               06877
---------------------------------------------------             ----------
     (Address of principal executive offices)                   (Zip code)

                                 (203) 894-9755
                ------------------------------------------------
                (Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:                                None

Securities registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934:                                None


<PAGE>

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter periods 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 [  ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: $52,753.

As of December 20, 2002, the aggregate market value of the voting stock held by
non-affiliates of the registrant, based upon the average bid and ask prices of
such stock on that date was $1,248,323. Shares of common stock held by each
officer and director and by each person who owns 10% or more of the outstanding
common stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily conclusive
and does not constitute an admission of affiliate status.

As of December 20, 2002, there were issued and outstanding 8,661,018 shares of
the registrant's common stock, par value $.00001 per share.


                                       2
<PAGE>

                                     PART I

        This report on Form 10-KSB contains, in addition to historical
information, forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 ("Securities Act") and Section 21E of the Securities
Exchange Act of 1934 ("Exchange Act"). You can identify these forward-looking
statements when you see words such as "expect," "anticipate," "estimate," "may,"
"believe," and other similar expressions. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties and
assumptions that are difficult to predict. Actual results could differ
materially from those projected in the forward-looking statements. Factors that
could cause such a difference include, but are not limited to, those discussed
in the section entitled "Factors Affecting Operating Results and Market Price of
Stock," below. Readers are cautioned not to place undo reliance on these
forward-looking statements, which speak only as of the date hereof. We undertake
no obligation to publicly update any forward-looking statements for any reason
even if new information becomes available or other events occur in the future.

ITEM 1.    DESCRIPTION OF BUSINESS.

Background

        4net Software, Inc. (the "Company" or "4net Software") was incorporated
in 1986 under the name Medtech Diagnostics, Inc. and ceased all operations in
1991. Between 1991 and March 2000, the Company had no operations, except for
necessary administrative matters, and was not engaged in operating a business.
During that period, the Company utilized its resources to remain in compliance
with the periodic reporting requirements of the federal securities laws while
management attempted to arrange for a merger, acquisition or other transaction
by and between the Company and a viable operating entity.

        In March 2000, the Company adopted a plan of operation to make
acquisitions and strategic investments in companies that had developed unique
niche software and/or Internet related products and services. Shortly thereafter
the Company changed its name to 4networld.com, Inc. The Company's objective was
to acquire software and/or Internet solution companies that enabled businesses
to streamline key business processes and increase operating efficiency.
Following an acquisition the Company planned to develop, manage and operate the
acquired business through, among other things, providing management and
financial support, as well as assisting the acquired businesses in marketing,
sales, and accounting functions.

        On April 28, 2000, the Company acquired all of the issued and
outstanding capital stock of DelOtto Systems, Inc., a Pennsylvania corporation
("DelOtto Systems"). DelOtto Systems was engaged in the business of developing
Web-based software applications focusing on content management and information
exchange and designing business-critical Web sites.

        Following the acquisition of DelOtto Systems, the Company changed the
name of DelOtto Systems to 4net Software, Inc. ("4net Software (PA)") and
operated it as a wholly owned subsidiary. In December 2000, the Company
restructured its wholly owned subsidiary from a Pennsylvania corporation to a
Delaware corporation. In connection with the restructuring of 4net Software
(PA), the Company formed a Delaware corporation named 4net Software, Inc. ("4net
Software (DE)") as a wholly owned subsidiary and merged 4net Software (PA) with
and into 4net Software (DE). Subsequent to the merger, 4net Software (PA) was
dissolved.

                                       3
<PAGE>

        Then on February 20, 2001, the Board of Directors of the Company
authorized and approved the upstream merger of 4net Software (DE), the Company's
wholly owned subsidiary, with and into the Company pursuant to Section 253 of
the General Corporation Law of the State of Delaware (the "Upstream Merger"). In
connection with the Upstream Merger the Company changed its name from
4networld.com, Inc. to 4net Software, Inc. The Upstream Merger and name change
became effective on March 2, 2001, when the Company filed a Certificate of
Ownership and Merger with the Delaware Secretary of State. A copy of the
Certificate of Ownership and Merger is attached to the Company's Form 8-K filed
on March 13, 2001, and is incorporated herein by reference. Subsequent to the
Upstream Merger, 4net Software (DE) was dissolved. Accordingly, at this time the
Company does not have any subsidiaries.

4net Software's Content Management and Web Site Design Business

        During the fiscal year ended September 30, 2001, 4net Software was
engaged in the business of providing content management and content syndication
software, Web site hosting services and designing business-critical Web sites
(the "Content Management and Web Site Design Business"). During the fiscal year
ended September 30, 2001, the Company attempted to license its proprietary
software, namely 4netManager(TM). Typically, in connection with the licensing of
4netManager(TM), the Company attempted to provide the licensee with Web-site
hosting services. The Company also provided Web site development services to
small and middle sized companies. Typically, in connection with the Web site
development services the Company attempted to provide the customer with Web-site
hosting services.

        4net Software's flagship product, 4netManager(TM) bridges the gap
between content creation and content delivery by giving non-technical users the
ability to update and maintain their own Web site. This functionality reduces
the cost of Web site maintenance, and improves the process of sustaining a
dynamic online presence. During the fiscal year ended September 30, 2001, 4net
Software marketed its services along with its proprietary technology through
joint marketing efforts, existing relationships and customer referrals.

        The Company's business strategy for the Content Management and Web Site
Design Business was based upon the belief that the cost and processes of Web
site content management can be prohibitive to small and mid-sized businesses
even as Web sites become an integral part of a business' operations and success.
Many of today's content management systems, regardless of whether they are
custom or packaged, require in-house, expensive technical personnel to write
proprietary code in order to update and modify a Web site. Thus, it is difficult
for a non-technical user to add or change content to its Web sites. To solve
this problem, 4net Software had developed proprietary solutions that enabled
non-technical users to take a more active role in Web site management without
sacrificing performance and scalability. We believe that 4net Software's
proprietary products provided businesses with cost effective and efficient
solutions for creating and maintaining a dynamic online presence.

        Subsequent to September 30, 2001, due to a decrease in technology
spending, competition for Web site development services and the Company's
inability to earn a profit, the Company decided to reevaluate its strategy with
respect to the Content Management and Web Site Design Business. The Company
determined in the first quarter of 2002 to limit its marketing efforts in
connection with the Content Management and Web Site Design Business and to cease
the further development of its proprietary content management system. The
Company also determined to cease its efforts to develop an enterprise version of
4netManager(TM). These determinations will greatly restrict the Company's
ability to compete successfully in the content management and Web site design
industry.

                                       4
<PAGE>

        During the year ended September 30, 2002, the Company serviced its
existing clients and accepted new clients only through referrals and other
unsolicited contacts. During the year ended September 30, 2002, the Company did
not engage in any material marketing or sales efforts for its Content Management
and Web site-Design Business. Accordingly, the Company did not generate any
material new business for the Content Management and Web site-Design Business
during the year ended September 30, 2002. During the fiscal year ended September
30, 2002 the Company generated revenues from existing licenses for
4netManager(TM) and from fees for providing Web site hosting services.

        On September 18, 2002, the Company entered into an assignment agreement
with New England Computer Group, Inc. ("NECG"), an unrelated private Connecticut
corporation, pursuant to which the Company assigned to NECG, effective September
1, 2002, all of the Company's servicing of web hosting clients. Pursuant to the
agreement NECG will pay a royalty fee equal to 50% of the revenues generated by
the assigned clients, excluding revenues generated by additional programming
work performed by NECG for the assigned clients. A copy of the Assignment
Agreement between the Company and NECG is attached to the Company's current
report on Form 8-K, dated September 27, 2002 and is incorporated herein by
reference.

        4net Software's involvement in the Content Management and Web Site
Design Business is currently limited to receiving royalties pursuant to its
assignment agreement with NECG. The Company still owns the proprietary rights to
4netManager(TM), however there can be no assurances that the Company will ever
generate any additional revenues from 4netManager(TM).

Competition of 4net Software's Content Management and Web Site Design Business

        The former business of 4net Software, providing Web site content
management, syndication and Web design services, is a highly competitive
industry. 4net Software encountered intense competition from other entities in
its industry, due to among other things a decrease in technology spending. Many
of these entities, including large information technology consulting service
providers such as major accounting firms; large Internet hosting services such
as Verio; global and regional Web development companies such as WorldWeb.net;
vendors of software that directly address elements of e-business applications
such as BroadVision; and developers of software that address certain technology
components of e-business applications (e.g., content management), such as
Interwoven, are well-established, have extensive experience and possess greater
financial, technical, human and other resources than the Company. 4net
Software's financial resources were limited in comparison to many of its
competitors when it competed in the Content Management and Web Site Design
Business.

4net Software's Acquisition Strategy

        In the fiscal year ended September 30, 2001, 4net Software was also
actively engaged in searching for and evaluating software and Internet solution
companies, which had proven technology and reported revenues and earnings as
candidates for acquisition. During the fiscal year ended September 30, 2001, the
Company entered into two separate letters of intent to acquire profitable
software companies. However, the Company's due diligence review of the proposed
acquisitions revealed material decreases in the revenues and earnings of the
target companies. Due to the termination of the two letters of intent and the
downturn in the technology sector, 4net Software determined to expand the scope
of its acquisition strategy beyond businesses engaged exclusively in the
software and Internet solution industries. 4net Software's Acquisition Strategy
is now focused on acquiring target companies that have existing revenues and
earnings as well as the perceived ability to expand and grow the business of the
target company.

                                       5
<PAGE>

        Subsequent to September 30, 2001 the Company determined to expand the
scope of prospective target companies it evaluates for acquisition, beyond the
technology sector. The Company is now pursuing an Acquisition Strategy, whereby
4net Software will seek to acquire undervalued businesses with a history of
operating revenues in markets that provide room for growth. 4et Software is
currently primarily engaged in identifying, investigating and, if investigation
warrants, acquiring companies that will enhance 4net Software's revenues and
increase shareholder value. 4net Software's Acquisition Strategy is focused on
pursuing a strategy of growth by acquiring undervalued [or fairly valued?]
businesses with a history of operating revenues. The Company utilizes several
criteria to evaluate prospective acquisitions including whether the business to
be acquired (1) is an established business with viable services or products, (2)
has an experienced and qualified management team, (3) has room for growth and/or
expansion into other markets, (4) is accretive to earnings, (5) offers the
opportunity to achieve and/or enhance profitability, and (6) increases
shareholder value.

        Management believes that the successful implementation of the Company's
Acquisition Strategy will allow 4net Software to increase revenues and earnings
and achieve profitability. However, there can be no assurances that 4net
Software will successfully complete any additional acquisitions or that 4net
Software will achieve profitability.

Competition of 4net Software's Acquisition Strategy

        In connection with its acquisition strategy, the Company expects to
encounter intense competition from other entities having business objectives
similar to those of the Company. Many of these entities, including venture
capital firms, blind pool companies, large industrial and financial
institutions, small business investment companies and wealthy individuals, are
well-established and have extensive experience in connection with identifying
and effecting acquisitions directly or through affiliates. Many of these
competitors possess greater financial, technical, human and other resources than
the Company and there can be no assurance that the Company will have the ability
to compete successfully with such entities. The Company's financial resources
will be limited in comparison to those of many of its competitors. The Company's
limited financial resources may compel the Company to select certain less
attractive acquisition prospects.


Subsequent Events

        On November 13, 2002, 4net Software, Inc. (the "Company") entered into a
non-binding Letter of Intent (the "November LOI") to acquire all of the issued
and outstanding capital stock of NWT Inc. ("NWT"), a privately-held corporation
headquartered in Salt Lake City, Utah that provides a broad range of diversified
laboratory services in tax free a share exchange transaction. NWT through its
subsidiaries is engaged in the business of providing drugs of abuse testing for
government agencies, private and public companies and conducting contract
research in support of new drug development for the pharmaceutical industry. The
Company reported the execution of the November LOI on a current report of Form
8-K, which was filed on November 18, 2002, and is incorporated herein by
reference.


                                       6
<PAGE>

        On December 19, 2002, the Company and NWT executed a revised letter of
intent replacing the November LOI (the "December LOI") pursuant to which the
Company will acquire all of the issued and outstanding capital stock of NWT in a
tax free merger transaction whereby NWT will merge with and into the Company and
the Company will be the surviving corporation (the "NWT Transaction"). A copy of
the December LOI is attached hereto as an Exhibit and is incorporated herein by
reference. Pursuant to the December LOI, in connection with the merger
transaction with NWT, the Company will be required to, among other things, issue
approximately 2,000,000 shares of common stock for all the issued and
outstanding shares of capital stock of NWT, effect a one (1) for eight (8)
shares reverse stock split of its common stock, par value $.00001 per share,
have at least $500,000 in cash in the bank and change the Company's name from
4net Software, Inc. to NWT, Inc. The Company and NWT are in the process of
completing their due diligence reviews of each other and are negotiating the
legal documentation for the transaction. The Company filed a press release
disclosing the December LOI and filed it with the Commission pursuant to Rule
425 of the Securities Act of 1933 and such filing is incorporated herein by
reference.

        While the Company is utilizing its best efforts to complete the
transaction with NWT and believes that the transaction will be consummated in
second quarter of 2002 there can be no assurance that the transaction will be
completed.


        Management believes that the future of the Company is dependent upon the
Company consummating the NWT Transaction or some other merger, acquisition or
other business combination between the Company and a viable operating entity.
There can be no assurance that the Company will be able to compete the NWT
Transaction or some other merger, acquisition or other business combination
between the Company and a viable operating entity. Additionally, Management
believes that the Company may need to raise additional funds through equity or
debt financing to complete the NWT Transaction or some other merger, acquisition
or other business combination between the Company and a viable operating entity.
There can be no assurance that the Company will be able to successfully compete
an equity or debt financing to complete an acquisition, merger or other business
combination between the Company and a viable operating entity.


Employees

        As of December 20, 2002, the Company had 1 employee, Steven N. Bronson,
our president. Effective October 1, 2002, Mr. Bronson agreed to waive payment of
his salary. None of our employees are represented by a union or other collective
bargaining group.


                                       7
<PAGE>

Factors Affecting Operating Results and Market Price of Stock

        You should carefully consider the risks described below before making an
investment decision concerning the common stock of the Company. The risks and
uncertainties described below are not the only ones we face. If any of the
following risks actually occur, our business, financial condition or results of
operations could be materially and adversely affected. In that case, the trading
price of our common stock could decline, and you may lose all or part of your
investment.


The Company Has Limited Resources

        The Company has limited resources. For the fiscal years ended September
30, 2002 and September 30, 2001 the Company has had revenues from operations of
$52,753 and $262,685, respectively. For the fiscal years ended September 30,
2002 and September 30, 2001 the Company has had net losses of $162,274 and
$1,128,946, respectively. Other than the revenues earned through the operation
of the Content Management and Web Site Design Business, the Company will only
derive revenues through the acquisition of a target company (an "Acquisition").
There can be no assurance that any target company (a "Target"), at the time of
the Company's consummation of an Acquisition of the Target, or at any time
thereafter, will derive any material revenues from its operations or operate on
a profitable basis. The current revenues of the Company will not be sufficient
to fund further Acquisitions. Based on the Company's limited resources, the
Company may not be able to effectuate its business plan and consummate any
additional Acquisitions. There can be no assurance that the Company will have
sufficient financial resources to permit the Company to achieve its business
objectives.


The Company May Not be Able to Continue as Going Concern

        The Company's independent auditors have indicated in their audit opinion
that there is a substantial doubt that the Company will be able to continue as a
going concern unless the Company can complete a merger or some other business
combination with a viable operating entity. The can be no assurance that the
Company will be able to complete such a merger or other business combination.


The Company Will Need Additional Financing in Order to Execute Its Business Plan

        The Company has had no earnings to date and will be entirely dependent
upon its limited available financial resources to implement its Acquisition
Strategy. The Company cannot ascertain with any degree of certainty the capital
requirements for the successful execution of its Acquisition Strategy. In the
event that the Company's limited financial resources prove to be insufficient to
implement its Acquisition Strategy, the Company will be required to seek
additional financing. In addition, in the event of the consummation of an
Acquisition, the Company may require additional financing to fund the operations
or growth of the Target.


Additional Financing May Not Be Available to the Company

        There can be no assurance that additional financing will be available on
acceptable terms, or at all. To the extent that additional financing proves to
be unavailable when needed, the Company would, in all likelihood, be compelled
to abandon plans of further Acquisitions, and would have minimal capital
remaining to pursue other Targets. The inability of the Company to secure
additional financing, if needed, could also have a material adverse effect on
the continued development or growth of 4net Software. The Company has no
arrangements with any bank or financial institution to secure additional
financing and there can be no assurance that any such arrangement, if required
or otherwise sought, would be available on terms deemed to be commercially
acceptable and in the best interests of the Company.

                                       8
<PAGE>

The Company May Not Be Able to Borrow Funds

        While there currently are no limitations on the Company's ability to
borrow funds, the limited resources of the Company and limited operating history
will make it difficult to borrow funds. 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
any such borrowings and the then prevailing conditions in the financial markets,
as well as general economic conditions. There can be no assurance that debt
financing, if required or sought, would be available on terms deemed to be
commercially acceptable by and in the best interests of the Company. The
inability of the Company to borrow funds required to effect or facilitate an
Acquisition, or to provide funds for 4net Software, 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 indebtedness, including the risks of interest rate fluctuations and
insufficiency of cash flow to pay principal and interest. Furthermore, a Target
may have already incurred borrowings and, therefore, the Company will be
subjected to all the risks inherent thereto.


Competition of Content Management and Web Site Design Business.

        The Company's Content Management and Web Site Design Business, providing
Web site content management and syndication services, is a highly competitive
industry. Many of these competitors have been in business for a number of years,
have established customer bases, are larger, and have greater financial
resources than 4net Software. Due to, among other things, a decrease in
technology spending and intense competition, the Company determined to cease the
further development of its proprietary content management system and to limit
its marketing efforts in connection with the Content Management and Web Site
Design Business. Additionally, the Company determined to cease its efforts in
developing the enterprise version of 4netManager(TM). See "Content Management
and Web Design Business and Competition of the Content Management and Web Design
Business" for further information regarding the competitive environment in which
the Company operated.


Competition for Acquisitions

        The Company expects to encounter intense competition from other entities
having business objectives similar to those of the Company. Many of these
entities, including venture capital firms, partnerships and corporations, blind
pool companies, large industrial and financial institutions, small business
investment companies and wealthy individuals, are well-established and have
extensive experience in connection with identifying and effecting Acquisitions
directly or through affiliates. Many of these competitors possess greater
financial, technical, human and other resources than the Company and there can
be no assurance that the Company will have the ability to compete successfully.
The Company's financial resources will be limited in comparison to those of many
of its competitors. This inherent competitive limitation may compel the Company
to select certain less attractive acquisition prospects. There can be no
assurance that such prospects will permit the Company to achieve its stated
business objectives.


                                       9
<PAGE>

The Company May Be Subject to Uncertainty
in the Competitive Environment of a Target

        In the event that the Company succeeds in completing an Acquisition, the
Company will, in all likelihood, become subject to intense competition from
competitors of the Target. In particular, certain industries which experience
rapid growth frequently attract an increasingly large number of competitors,
including competitors with greater financial, marketing, technical, human and
other resources than the initial competitors in the industry. The degree of
competition characterizing the industry of any prospective Target cannot
presently be ascertained. There can be no assurance that, subsequent to a
consummation of an Acquisition, the Company will have the resources to compete
effectively in the industry of the Target, especially to the extent that the
Target is in a high growth industry.

The Company May Pursue an Acquisition With a Target Operating Outside the United
States: Special Additional Risks Relating to Doing Business in a Foreign Country

        The Company may effectuate an Acquisition with a Target whose business
operations or even headquarters, place of formation or primary place of business
are located outside the United States. In such event, the Company may face the
significant additional risks associated with doing business in that country. In
addition to the language barriers, different presentations of financial
information, different business practices, and other cultural differences and
barriers that may make it difficult to evaluate such a Target, ongoing business
risks may result from the internal political situation, uncertain legal systems
and applications of law, prejudice against foreigners, corrupt practices,
uncertain economic policies and potential political and economic instability
that may be exacerbated in various foreign countries.

Steven N. Bronson is Critical to the Future Success of the Company

        Steven N. Bronson is the Chairman, C.E.O. and President of the Company.
The ability of the Company to successfully carry out its business plan and to
consummate additional Acquisitions will be dependent upon the efforts of Mr.
Bronson and the Company's directors. Notwithstanding the significance of Mr.
Bronson, the Company has not obtained any "key man" life insurance on his life.
The loss of the services of Mr. Bronson would have a material adverse effect on
the Company's ability to successfully achieve its business objectives. If
additional personnel are required, there can be no assurance that the Company
will be able to retain such necessary additional personnel.

Mr. Bronson Has Effective Control of the Company's Affairs

        As of December 20, 2002, Mr. Bronson beneficially owned 5,882,210 shares
of the Company's common stock. Such ownership includes options to purchase
300,000 shares of common stock of the Company exercisable at $.55 per share held
directly by Mr. Bronson. These options are set to expire on June 29, 2005. Mr.
Bronson also beneficially owns, through Catalyst Financial LLC, warrants to
purchase 82,000 shares of common stock of the Company at a price of $.50 per
share. These warrants are set to expire on September 29, 2006. Mr. Bronson's
beneficial ownership represents 65% of the issued and outstanding shares of
common stock of the Company. Accordingly, Mr. Bronson has effective control of
the Company. In the election of directors, stockholders are not entitled to
cumulate their votes for nominees. Accordingly, as a practical matter, Mr.
Bronson may be able to elect all of the Company's directors and otherwise direct
the affairs of the Company.


                                       10
<PAGE>

There Exist Conflicts of Interest Relating to
Mr. Bronson's Time Commitment to the Company

        Mr. Bronson is not required to commit his full time to the affairs of
the Company. Mr. Bronson will have conflicts of interest in allocating
management time among various business activities. As a result, the consummation
of an Acquisition may require a greater period of time than if Mr. Bronson
devoted his full time to the Company's affairs. However, Mr. Bronson will devote
such time as he deems reasonably necessary to carry out the business and affairs
of the Company, including the evaluation of potential Targets and the
negotiation and consummation of Acquisitions and, as a result, the amount of
time devoted to the business and affairs of the Company may vary significantly
depending upon, among other things, whether the Company has identified a Target
or is engaged in active negotiation and consummation of an Acquisition.

There Exist Risks to Stockholders Relating to Dilution:
Authorization of Additional Securities and Reduction of
Percentage Share Ownership Following Merger

        The Company's Certificate of Incorporation authorizes the issuance of
100,000,000 shares of common stock. As of December 20, 2002 the Company had
approximately 8,661,018 shares of common stock issued and outstanding and
approximately 91,338,982 authorized but unissued shares of common stock
available for issuance. Additionally, the Company has authorized for issuance
5,000,000 shares of preferred stock none of which are issued and outstanding.
Although the Company has no commitments as of this date to issue its securities,
the Company will, in all likelihood, issue a substantial number of additional
shares in connection with or following an Acquisition. To the extent that
additional shares of common stock are issued, the Company's stockholders would
experience dilution of their ownership interests in the Company. Additionally,
if the Company issues a substantial number of shares of common stock in
connection with or following an Acquisition, a change in control of the Company
may occur which may affect, among other things, the Company's ability to utilize
net operating loss carry forwards, if any. Furthermore, the issuance of a
substantial number of shares of common stock may adversely affect prevailing
market prices, if any, for the common stock and could impair the Company's
ability to raise additional capital through the sale of its equity securities.
The Company may use consultants and other third parties providing goods and
services. These consultants or third parties may be paid in cash, stock, options
or other securities of the Company. The Company may in the future need to raise
additional funds by selling securities of the Company which may involve
substantial additional dilution to the investors.

The Uncertain Structure of an Acquisition May Result
in Risks Relating to the Market for the Company's Common Stock

        The Company may form one or more subsidiary entities to effect an
Acquisition and may, under certain circumstances, distribute the securities of
subsidiaries to the stockholders of the Company. There cannot be any assurance
that a market would develop for the securities of any subsidiary distributed to
stockholders or, if it did, any assurance as to the prices at which such
securities might trade.

The Company Expects to Pay No Cash Dividends

        The Company does not expect to pay dividends to the holders of common
stock. The payment of dividends, if any, will be contingent upon the Company's
revenues and earnings, if any, capital requirements, and general financial
condition. The payment of any dividends will be within the discretion of the
Company's then Board of Directors. The Company presently intends to retain all
earnings, if any, to implement its business plan, accordingly, the Board does
not anticipate declaring any dividends to the holders of common stock in the
foreseeable future.

                                       11
<PAGE>

Indemnification of Officers and Directors

        The Company's Certificate of Incorporation provides for the
indemnification of its officers and directors to the fullest extent permitted by
the laws of the State of Delaware. It is possible that the indemnification
obligations imposed under these provisions could result in a charge against the
Company's earnings and thereby affect the availability of funds for other uses
by the Company.

Taxation Considerations May Impact the Structure
of an Acquisition and Post-merger Liabilities

        Federal and state tax consequences will, in all likelihood, be major
considerations for the Company in consummating an Acquisition. The structure of
an Acquisition or the distribution of securities to stockholders may result in
taxation of the Company, the Target or stockholders. Typically, these
transactions may be structured to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. The Company
intends to structure any Acquisition so as to minimize the federal and state tax
consequences to both the Company and the Target. Management cannot assure that
an Acquisition will meet the statutory requirements for a tax-free
reorganization, or that the parties will obtain the intended tax-free treatment
upon a transfer of stock or assets. A non-qualifying reorganization could result
in the imposition of both federal and state taxes, which may have an adverse
effect on both parties to the transaction.

The Company May Be Deemed an Investment Company
and Subjected to Related Restrictions

        The regulatory scope of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), which was enacted principally for the purpose of
regulating vehicles for pooled investments in securities, extends generally to
companies engaged primarily in the business of investing, reinvesting, owning,
holding or trading in securities. The Investment Company Act may, however, also
be deemed to be applicable to a company which does not intend to be
characterized as an investment company but which, nevertheless, engages in
activities which may be deemed to be within the definitional scope of certain
provisions of the Investment Company Act. The Company believes that its
anticipated principal activities, which will involve acquiring control of an
operating company, will not subject the Company to regulation under the
Investment Company Act. Nevertheless, there can be no assurance that the Company
will not be deemed to be an investment company. If the Company is deemed to be
an investment company, the Company may become subject to certain restrictions
relating to the Company's activities, including restrictions on the nature of
its investments and the issuance of securities. In addition, the Investment
Company Act imposes certain requirements on companies deemed to be within its
regulatory scope, including registration as an investment company, adoption of a
specific form of corporate structure and compliance with certain burdensome
reporting, record keeping, voting, proxy, disclosure and other rules and
regulations. In the event of the characterization of the Company as an
investment company, the inability of the Company to satisfy such regulatory
requirements, whether on a timely basis or at all, would, under certain
circumstances, have a material adverse effect on the Company.


                                       12
<PAGE>

You Should Not Rely on Forward-Looking Statements
Because They Are Inherently Uncertain

        This document contains certain forward looking statements that involve
risks and uncertainties. We use words such as "anticipate," "believe," "expect,"
"future," "intend," "plan," and similar expressions to identify forward-looking
statements. These statements are only predictions. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. You should not place undue reliance on these forward-looking
statements, which apply only as of the date of this document. Our actual results
could differ materially from those anticipated in these forward-looking
statements for many reasons, including the risks faced by us as described on the
preceding pages and elsewhere in this document.

        We believe it is important to communicate our expectations to our
investors. However, there may be events in the future that we are not able to
predict accurately or over which we have no control. The risk factors listed
above, as well as any cautionary language in this document, provide examples of
risks, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
Before you invest in our common stock, you should be aware that the occurrence
of the events described in these risk factors and elsewhere in this document
could have a material adverse effect on our business, operating results,
financial condition and stock price.


ITEM 2.    DESCRIPTION OF PROPERTY.

        On February 1, 2001, the Company relocated its principal offices from
900 Third Avenue, Suite 201, New York, New York 10022 to 10 South Street, Suite
202, Ridgefield, Connecticut 06877. The Company executed a three (3) year
sublease with Catalyst Operations, Inc., a corporation wholly owned by Steven N.
Bronson, the Chairman, President and Chief Executive Officer of the Company.
Pursuant to the sublease, the Company pays rent of $2,000 per month to Catalyst
Operations, Inc. A copy of the Lease is attached to the Company's Form 10-QSB
for the quarter ended March 31, 2001 and is incorporated herein by reference.
Effective September 1, 2002, 4net Software re-negotiated its sublease for the
offices located at 10 South Street, Suite 202, Ridgefield, Connecticut 06877.
Pursuant to the amended Sublease, the Company's monthly rent obligation for the
office has been reduced from $2,000 to $1,000 per month. Additionally, the
amended Sublease provides that the Company shall pay a flat fee of $50 per month
for utilities. A copy of the Amendment to the Sublease is attached to the
Company's current report on Form 8-K, dated September 27, 2002 and is
incorporated herein by reference.

        During the fiscal year ended September 30, 2001, the Company also
occupied a 1,500 square foot office located at 212 S. Main Street, Suite 2,
Elmira, New York 14904 (the "Elmira Office"). The original lease was for a
period of one year and had an annual rent of $9,000, including utilities,
payable monthly at a rate of $750 per month. The original lease expired by its
terms on November 30, 2000, and at that time the lease converted to a month to
month lease with a monthly rent of $750. The Company ceased occupying the Elmira
Office on December 31, 2001.



                                       13
<PAGE>

ITEM 3.    LEGAL PROCEEDINGS.

        The Company is not currently a party to any legal proceedings.

Threatened Litigation

        On November 19, 2001, the Company received a letter from an attorney on
behalf of Gregory Jacobson, a former employee of 4net Software, that asserted
that Mr. Jacobson's employment was wrongfully terminated by the Company. The
letter indicated that Mr. Jacobson may commence a litigation against the Company
for wrongful termination. To date, the Company has not heard anything further
from Mr. Jacobson. Mr. Jacobson was terminated for cause on October 2, 2001, for
among other things, insubordination, failure to perform and excessive
absenteeism. Accordingly, the Company does not believe that Mr. Jacobson's
threatened claim has any merit or that it will have a material effect on the
Company.


ITEM 4.    SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

        During the fiscal year ended September 30, 2002, no matters were
submitted to a vote of security holders.



                                     PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

        The Company's common stock, par value $.00001 per share, is traded in
the NASDAQ's Over-the-Counter Bulletin Board under the symbol "FNSI."

        The following table sets forth the range of high and low closing bid
prices for the Company's common stock for the periods indicated. These prices
represent reported transactions between dealers that do not include retail
markups, markdowns or commissions, and do not necessarily represent actual
transactions.

                                                              Bid Price
                                                        ----------------------
Fiscal Years                                              Low           High
                                                        --------      --------

      2002:   1st Quarter, through December 31, 2001      $.20           $.57
              2nd Quarter, through March 31, 2002         $.40           $.80
              3rd Quarter, through June 30, 2002          $.35           $.43
              4th Quarter, through September 30, 2002     $.15           $.42

      2001:   1st Quarter, through December 31, 2000      $.1562         $.5312
              2nd Quarter, through March 31, 2001         $.1562         $.8125
              3rd Quarter, through June 30, 2001          $.42           $.82
              4th Quarter, through September 30, 2001     $.20           $.70


        As of December 20, 2002, the reported closing bid and ask prices on the
Company's common stock were $.40 and $.55, respectively.

                                       14
<PAGE>

Holders

        As of December 20, 2002, the Company's common stock was held by
approximately 66 record holders, who the Company believes hold common stock for
approximately 2,200 beneficial holders.

Dividends

        The Company has never paid any cash dividends on its common stock and
does not anticipate paying any cash dividends in the foreseeable future.

Recent Sales of Unregistered Securities

        The following information relates to sales of unregistered securities by
the Company during the fiscal year ended September 30, 2001. All of these sales
of securities were made in reliance upon an exemption from the registration
provisions of the Securities Act of 1933 set forth in Sections 4(2), 4(6) and/or
3(b) thereof and the rules and regulations under the Securities Act of 1933,
including Regulation D, as transactions by an issuer not involving any public
offering and/or sales to a limited number of purchasers who were acquiring such
securities for their own account for investment purposes and not with a view to
the resale or distribution thereof.

        On November 9, 2001, the Company authorized the issuance of 20,000
shares of common stock to Leonard Hagan as consideration for the services he
rendered to the Company as a director pursuant to the Company's 2000 Stock
Incentive Plan. The shares issued to Leonard Hagan had a fair market value of
$5,000. The shares issued to Leonard Hagan are restricted securities and were
issued pursuant to Section 4 (2) of the Securities Act of 1933.

        On November 9, 2001, the Company authorized the issuance of 20,000
shares of common stock to Alan Rosenberg as consideration for the services he
rendered to the Company as a director pursuant to the Company's 2000 Stock
Incentive Plan. The shares issued to Alan Rosenberg had a fair market value of
$5,000. The shares issued to Alan Rosenberg are restricted securities and were
issued pursuant to Section 4 (2) of the Securities Act of 1933.

Section 15(g) of the Exchange Act

        The Company's shares are covered by Section 15(g) of the Securities
Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated
thereunder, which impose additional sales practice requirements on
broker-dealers who sell our securities to persons other than established
customers and accredited investors.

        Rule 15g-2 declares unlawful any broker-dealer transactions in penny
stocks unless the broker-dealer has first provided to the customer a
standardized disclosure document.

        Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in
a penny stock transaction unless the broker-dealer first discloses and
subsequently confirms to the customer the current quotation prices or similar
market information concerning the penny stock in question.

        Rule 15g-4 prohibits broker-dealers from completing penny stock
transactions for a customer unless the broker-dealer first discloses to the
customer the amount of compensation or other remuneration received as a result
of the penny stock transaction.

        Rule 15g-5 requires that a broker-dealer executing a penny stock
transaction, other than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales person's
compensation.

        The Company's common stock may be subject to the foregoing rules. The
application of the penny stock rules may affect our stockholder's ability to
sell

                                       15
<PAGE>

their shares because some broker-dealers may not be willing to make a market in
our common stock because of the burdens imposed upon them by the penny stock
rules.


ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

        The following discussion and analysis provides information which the
Company's management believes to be relevant to an assessment and understanding
of the Company's results of operations and financial condition. This discussion
should be read together with the Company's financial statements and the notes to
financial statements, which are included in this report.


Background

        4net Software, Inc. (the "Company" or "4net Software") was incorporated
in 1986 under the name Medtech Diagnostics, Inc. and ceased all operations in
1991. Between 1991 and March 2000, the Company had no operations, except for
necessary administrative matters, and was not engaged in operating a business.
During that period, the Company utilized its resources to remain in compliance
with the periodic reporting requirements of the federal securities laws while
management attempted to arrange for a merger, acquisition or other transaction
by and between the Company and a viable operating entity.

        In March 2000, the Company adopted a plan of operation to make
acquisitions and strategic investments in companies that had developed unique
niche software and/or Internet related products and services. Shortly thereafter
the Company changed its name to 4networld.com, Inc. The Company's objective was
to acquire software and/or Internet solution companies that enabled businesses
to streamline key business processes and increase operating efficiency.
Following an acquisition the Company planned to develop, manage and operate the
acquired business through, among other things, providing management and
financial support, as well as assisting the acquired businesses in marketing,
sales, and accounting functions.

        On April 28, 2000, the Company acquired all of the issued and
outstanding capital stock of DelOtto Systems, Inc., a Pennsylvania corporation
("DelOtto Systems"). DelOtto Systems was engaged in the business of developing
Web-based software applications focusing on content management and information
exchange and designing business-critical Web sites.

        Following the acquisition of DelOtto Systems, the Company changed the
name of DelOtto Systems to 4net Software, Inc. ("4net Software (PA)") and
operated it as a wholly owned subsidiary. In December 2000, the Company
restructured its wholly owned subsidiary from a Pennsylvania corporation to a
Delaware corporation. In connection with the restructuring of 4net Software
(PA), the Company formed a Delaware corporation named 4net Software, Inc. ("4net
Software (DE)") as a wholly owned subsidiary and merged 4net Software (PA) with
and into 4net Software (DE). Subsequent to the merger, 4net Software (PA) was
dissolved.

                                       16
<PAGE>

        Then on February 20, 2001, the Board of Directors of the Company
authorized and approved the upstream merger of 4net Software (DE), the Company's
wholly owned subsidiary, with and into the Company pursuant to Section 253 of
the General Corporation Law of the State of Delaware (the "Upstream Merger"). In
connection with the Upstream Merger the Company changed its name from
4networld.com, Inc. to 4net Software, Inc. The Upstream Merger and name change
became effective on March 2, 2001, when the Company filed a Certificate of
Ownership and Merger with the Delaware Secretary of State. A copy of the
Certificate of Ownership and Merger is attached to the Company's Form 8-K filed
on March 13, 2001, and is incorporated herein by reference. Subsequent to the
Upstream Merger, 4net Software (DE) was dissolved. Accordingly, at this time the
Company does not have any subsidiaries.


4net Software's Content Management and Web Site Design Business

        During the fiscal year ended September 30, 2001, 4net Software was
engaged in the business of providing content management and content syndication
software, Web site hosting services and designing business-critical Web sites
(the "Content Management and Web Site Design Business"). During the fiscal year
ended September 30, 2001, the Company attempted to license its proprietary
software, namely 4netManager(TM). Typically, in connection with the licensing of
4netManager(TM), the Company attempted to provide the licensee with Web-site
hosting services. The Company also provided Web site development services to
small and middle sized companies. Typically, in connection with the Web site
development services the Company attempted to provide the customer with Web-site
hosting services.

        4net Software's flagship product, 4netManager(TM) bridges the gap
between content creation and content delivery by giving non-technical users the
ability to update and maintain their own Web site. This functionality reduces
the cost of Web site maintenance, and improves the process of sustaining a
dynamic online presence. During the fiscal year ended September 30, 2001, 4net
Software marketed its services along with its proprietary technology through
joint marketing efforts, existing relationships and customer referrals.

        The Company's business strategy for the Content Management and Web Site
Design Business was based upon the belief that the cost and processes of Web
site content management can be prohibitive to small and mid-sized businesses
even as Web sites become an integral part of a business' operations and success.
Many of today's content management systems, regardless of whether they are
custom or packaged, require in-house, expensive technical personnel to write
proprietary code in order to update and modify a Web site. Thus, it is difficult
for a non-technical user to add or change content to its Web sites. To solve
this problem, 4net Software has developed proprietary solutions that enable
non-technical users to take a more active role in Web site management - all
without sacrificing performance and scalability. We believe that 4net Software's
proprietary products provide businesses with cost effective and efficient
solutions for creating and maintaining a dynamic online presence.

        Subsequent to September 30, 2001, due to a decrease in technology
spending, competition for Web site development services and the Company's
inability to earn a profit, the Company decided to reevaluate its strategy with
respect to the Content Management and Web Site Design Business. The Company
determined in the first quarter of 2002 to limit its marketing efforts in
connection with the Content Management and Web Site Design Business and to cease
the further development of its proprietary content management system. The
Company also determined to cease its efforts to develop an enterprise version of
4netManager(TM). These determinations will greatly restrict the Company's
ability to compete successfully in the content management and Web site design
industry.

                                       17
<PAGE>

        During the year ended September 30, 2002, the Company serviced its
existing clients and accepted new clients only through referrals and other
unsolicited contacts. During the year ended September 30, 2002, the Company did
not engage in any material marketing or sales efforts for its Content Management
and Web site-Design Business. Accordingly, the Company did not generate any
material new business for the Content Management and Web site-Design Business
during the year ended September 30, 2002. During the fiscal year ended September
30, 2002 the Company generated revenues from existing licenses for
4netManager(TM) and from fees for providing Web site hosting services.

        On September 18, 2002, the Company entered into an assignment agreement
with New England Computer Group., pursuant to which the Company assigned to
NECG, effective September 1, 2002, all of the Company's servicing of web hosting
clients. Pursuant to the agreement NECG will pay a royalty fee equal to 50% of
the revenues generated by the assigned clients, excluding revenues generated by
additional programming work performed by NECG for the assigned clients. A copy
of the Assignment Agreement between the Company and NECG is attached to the
Company's current report on Form 8-K, dated September 27, 2002 and is
incorporated herein by reference.

        4net Software's involvement in the Content Management and Web Site
Design Business is currently limited to receiving royalties pursuant to its
assignment agreement with NECG. The Company still owns the proprietary rights to
4netManager(TM), however there can be no assurances that the Company will ever
generate any additional revenues from 4netManager(TM).


Competition of 4net Software's Content Management and Web Site Design Business

        The former business of 4net Software, providing Web site content
management, syndication and Web design services, is a highly competitive
industry. 4net Software encountered intense competition from other entities in
its industry, due to among other things a decrease in technology spending. Many
of these entities, including large information technology consulting service
providers such as major accounting firms; large Internet hosting services such
as Verio; global and regional Web development companies such as WorldWeb.net;
vendors of software that directly address elements of e-business applications
such as BroadVision; and developers of software that address certain technology
components of e-business applications (e.g., content management), such as
Interwoven, are well-established, have extensive experience and possess greater
financial, technical, human and other resources than the Company. 4net
Software's financial resources were limited in comparison to many of its
competitors when it competed in the Content Management and Web Site Design
Business.


4net Software's Acquisition Strategy

        In the fiscal year ended September 30, 2001, 4net Software was also
actively engaged in searching for and evaluating software and Internet solution
companies, which had proven technology and reported revenues and earnings as
candidates for acquisition. During the fiscal year ended September 30, 2001, the
Company entered into two separate letters of intent to acquire profitable
software companies. However, the Company's due diligence review of the proposed
acquisitions revealed material decreases in the revenues and earnings of the
target companies. Due to the termination of the two letters of intent and the
downturn in the technology sector, 4net Software determined to expand the scope
of its acquisition strategy beyond businesses engaged exclusively in the
software and Internet solution industries. 4net Software's Acquisition Strategy
is now focused on acquiring target companies that have existing revenues and
earnings as well as the perceived ability to expand and grow the business of the
target company.

                                       18
<PAGE>

        Subsequent to September 30, 2001 the Company determined to expand the
scope of prospective target companies it evaluates for acquisition, beyond the
technology sector. The Company is now pursuing an Acquisition Strategy, whereby
4net Software will seek to acquire undervalued businesses with a history of
operating revenues and net earnings in markets that provide room for growth. 4et
Software is currently primarily engaged in identifying, investigating and, if
investigation warrants, acquiring companies that will enhance 4net Software's
revenues and increase shareholder value. 4net Software's Acquisition Strategy is
focused on pursuing a strategy of growth by acquiring undervalued businesses
with a history of operating revenues and net earnings. The Company utilizes
several criteria to evaluate prospective acquisitions including whether the
business to be acquired (1) is an established business with viable services or
products, (2) has an experienced and qualified management team, (3) has room for
growth and/or expansion into other markets, (4) is accretive to earnings, (5)
offers the opportunity to achieve and/or enhance profitability, and (6)
increases shareholder value.

        Management believes that the successful implementation of the Company's
Acquisition Strategy will allow 4net Software to increase revenues and earnings
and achieve profitability. However, there can be no assurances that 4net
Software will successfully complete any additional acquisitions or that 4net
Software will achieve profitability.


Competition of 4net Software's Acquisition Strategy

        In connection with its acquisition strategy, the Company expects to
encounter intense competition from other entities having business objectives
similar to those of the Company. Many of these entities, including venture
capital firms, blind pool companies, large industrial and financial
institutions, small business investment companies and wealthy individuals, are
well-established and have extensive experience in connection with identifying
and effecting acquisitions directly or through affiliates. Many of these
competitors possess greater financial, technical, human and other resources than
the Company and there can be no assurance that the Company will have the ability
to compete successfully with such entities. The Company's financial resources
will be limited in comparison to those of many of its competitors. The Company's
limited financial resources may compel the Company to select certain less
attractive acquisition prospects.


Results of Operations

        During the year ended September 30, 2002 ("Fiscal 2002"), the Company
earned revenues of $52,753 from operations, compared to revenues from operations
of $262,685 for the year ended September 30, 2001 ("Fiscal 2001"). Additionally,
in Fiscal 2002 the Company earned other income of $7,198. Accordingly, the
Company earned income totaling $59,951 for Fiscal 2002 compared to income of
$365,803 earned in Fiscal 2001, a decrease of $305,852. This decrease is due to
the Company's winding down of the Content Management and Web Site Design
Business.

        During Fiscal 2002, the Company incurred operating expenses of $216,158,
a decrease of $535,219 over Fiscal 2001 operating expenses of $751,377. The
decrease was due primarily to the Company's winding down of the Content
Management and Web Site Design Business.

        For Fiscal 2002 the Company incurred a net loss of $162,274 compared to
a net loss of $1,128,946 for Fiscal 2001, an decrease of $966,672. The decrease
is due to the Company's ceasing marketing efforts, terminating employees and
winding down of the Content Management and Web Site Design Business.

                                       19
<PAGE>

Liquidity and Capital Resources

        During Fiscal 2002, the Company satisfied its working capital needs from
cash on hand at the beginning of the year, and cash generated from interest
income during the year. As of September 30, 2002, the Company had working
capital of $111,638. While this working capital will satisfy the Company's
immediate financial needs, it may not be sufficient to provide the Company with
sufficient capital to maintain the business of 4net Software and to finance
additional acquisitions for the Company. The Company will need additional funds
in order to finance additional acquisitions for the Company. There can be no
assurances that the Company will be able to obtain additional funds if and when
needed.


Current Operations of 4net Software

        4net Software currently is receiving royalties pursuant to its
assignment agreement with New England Computer Group in the amount of fifty
percent (50%) of the Company's preexisting recurring licensing revenues and Web
site hosting revenues.

        4net Software is primarily engaged in identifying, investigating and, if
investigation warrants, acquiring companies that will enhance 4net Software's
revenues and increase shareholder value. 4net Software's Acquisition Strategy is
focused on pursuing a strategy of growth by acquiring undervalued businesses
with a history of operating revenues and net earnings. The Company utilizes
several criteria to evaluate prospective acquisitions including whether the
business to be acquired (1) is an established business with viable services or
products, (2) has an experienced and qualified management team, (3) has room for
growth and/or expansion into other markets, (4) is accretive to earnings, (5)
offers the opportunity to achieve and/or enhance profitability, and (6)
increases shareholder value.

        Management believes that the successful implementation of the Company's
Acquisition Strategy will allow 4net Software to increase revenues and earnings
and achieve profitability. However, there can be no assurances that 4net
Software will successfully complete any additional acquisitions or that 4net
Software will achieve profitability.


Subsequent Events

        On November 13, 2002, 4net Software, Inc. (the "Company") entered into a
non-binding Letter of Intent (the "November LOI") to acquire all of the issued
and outstanding capital stock of NWT Inc. ("NWT"), a privately-held corporation
headquartered in Salt Lake City, Utah that provides a broad range of diversified
laboratory services in tax free a share exchange transaction. NWT through its
subsidiaries is engaged in the business of providing drugs of abuse testing for
government agencies, private and public companies and conducting contract
research in support of new drug development for the pharmaceutical industry. The
Company reported the execution of the November LOI on a current report of Form
8-K, which was filed on November 18, 2002, and is incorporated herein by
reference.


                                       20
<PAGE>

        On December 19, 2002, the Company and NWT executed a revised letter of
intent replacing the November LOI (the "December LOI") pursuant to which the
Company will acquire all of the issued and outstanding capital stock of NWT in a
tax free merger transaction whereby NWT will merge with and into the Company and
the Company will be the surviving corporation (the "NWT Transaction"). A copy of
the December LOI is attached hereto as an Exhibit and is incorporated herein by
reference. Pursuant to the December LOI, in connection with the merger
transaction with NWT, the Company will be required to, among other things, issue
approximately 2,000,000 shares of common stock for all the issued and
outstanding shares of capital stock of NWT, effect a one (1) for eight (8)
shares reverse stock split of its common stock, par value $.00001 per share,
have at least $500,000 in cash in the bank and change the Company's name from
4net Software, Inc. to NWT, Inc. The Company and NWT are in the process of
completing their due diligence reviews of each other and are negotiating the
legal documentation for the transaction. The Company filed a press release
disclosing the December LOI and filed it with the Commission pursuant to Rule
425 of the Securities Act of 1933 and such filing is incorporated herein by
reference.

        While the Company is utilizing its best efforts to complete the
transaction with NWT and believes that the transaction will be consummated in
second quarter of 2002 there can be no assurance that the transaction will be
completed.

        Management believes that the future of the Company is dependent upon the
Company consummating the NWT Transaction or some other merger, acquisition or
other business combination between the Company and a viable operating entity.
There can be no assurance that the Company will be able to compete the NWT
Transaction or some other merger, acquisition or other business combination
between the Company and a viable operating entity. Additionally, Management
believes that the Company may need to raise additional funds through equity or
debt financing to complete the NWT Transaction or some other merger, acquisition
or other business combination between the Company and a viable operating entity.
There can be no assurance that the Company will be able to successfully compete
an equity or debt financing to complete an acquisition, merger or other business
combination between the Company and a viable operating entity.


ITEM 7.    FINANCIAL STATEMENTS.

        The financial statements and related notes are included as part of this
report as indexed in the appendix on page F-1 through F-16.


ITEM 8.    CHANGE IN ACCOUNTANTS

        As previously disclosed in the Company's Form 8-K, dated December 4,
2001, the Company dismissed Kaufman, Rossin & Co. as its independent accountants
and engaged Wheeler Wasoff, P.C. as its new independent accountants, effective
on December 4, 2001. As noted in the Form 8-K, dated December 4, 2001, there
were no disagreements or disputes between the Company and its accountants
concerning accounting methods or procedures and/or financial disclosure. The
Company's current report on Form 8-K, dated December 4, 2001 is incorporated
herein by reference.


                                       21
<PAGE>

                                    PART III

ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

        The following table sets forth the name, age and position of each of our
directors, executive officers and significant employees for the fiscal year
ended September 30, 2002. Except as noted below each director will hold office
until the next annual meeting of our stockholders or until his or her successor
has been elected and qualified. Our executive officers are appointed by, and
serve at the discretion of, the Board of Directors.

Name                         Age           Position
------------------           ---           --------------------
Steven N. Bronson            37            Chairman, Chief Executive Officer
                                           and President
Leonard Hagan                50            Director
Alan Rosenberg               33            Director

----------

        Steven N. Bronson has served as a director of the Company since June
1996. From September 1998 to August 11, 2000, Mr. Bronson was the sole officer
of the Company. From September 1998 to March 17, 2000, Mr. Bronson was also the
sole director of the Company. In September 1996, Mr. Bronson became the Chief
Executive Officer and President of the Company. Mr. Bronson is also the
President of Catalyst Financial LLC, a privately held full service securities
brokerage and investment banking firm. Mr. Bronson has held that position since
September 24, 1998. During the period of 1991 through September 23, 1998, Mr.
Bronson was President of Barber & Bronson Incorporated, a full service
securities brokerage and investment banking firm. In addition, Mr. Bronson is an
officer and director of Bio-Medical Automation, Inc., a publicly traded
corporation. Additionally, Mr. Bronson has been a member of NIBA since 1991 and
served as a board member from 1993 to 1996.

        Leonard Hagan has served as a director of the Company since March 17,
2000. Mr. Hagan is a certified public accountant and for the past eight years
has been a partner at Hagan & Burns CPA's, PC in New York. Mr. Hagan received a
Bachelors of Arts degree in Economics from Ithaca College in 1974, and earned
his Masters of Business Administration degree from Cornell University in 1976.
Mr. Hagan is registered as the Financial and Operations Principal for the
following broker-dealers registered with the Securities and Exchange Commission:
Adelphia Capital LLC, Magna Securities Corp., Mallory Capital Group, LLC,
Institutional Edge, LLC and Danske Securities (US), Inc. Mr. Hagan is also a
director of Bio-Medical Automation, Inc., a publicly traded corporation.

        Alan Rosenberg has served as a director of the Company since March 17,
2000. Mr. Rosenberg currently serves as a Director in the Office of the CIO for
the Department of Information Technology and Telecommunications for the City of
New York. Previously, Mr. Rosenberg had served as the Deputy Director of
Management Information Systems (MIS) for the City of New York, Office of the
Mayor. As Deputy Director, Mr. Rosenberg oversaw the day-to-day operations as
well as the implementation of various technology projects. For the period 1994
through 1998, Mr. Rosenberg served as Director of Procurement for the City of
New York, Office of the Mayor where he managed and administered $2.8 billion of
contracts. Prior to that position, he assisted the City of New York's Deputy
Mayor for Economic Development. Mr. Rosenberg received his Bachelors of Arts
from Ohio State University.


                                       22
<PAGE>

        No director, executive officer, promoter or control person of the
Company has, within the last five years: (i) had a bankruptcy petition filed by
or against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that
time; (ii) been convicted in a criminal proceeding or is currently subject to a
pending criminal proceeding (excluding traffic violations or similar
misdemeanors); (iii) been subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; (iv) been found by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission (the "Commission") or the
Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended
or vacated. There are no family relationships among any directors and executive
officers of the Company.


Committees of the Board of Directors

        During Fiscal 2002, the Board of Directors took action four times at
four meetings. The Board of Directors has a standing Audit Committee. During
fiscal 2002, all of the directors then in office attended 100% of the total
number of meetings of the Board of Directors and the Committees of the Board of
Directors on which they served.


Audit Committee

        The functions of the Audit Committee are to recommend to the Board of
Directors the appointment of independent auditors for the Company and to analyze
the reports and recommendations of such auditors. The committee also monitors
the adequacy and effectiveness of the Company's financial controls and reporting
procedures. During Fiscal 2002, the Audit Committee consisted of Messrs. Bronson
and Hagan. The Audit Committee does not meet on a regular basis, but only as
circumstances require.


Advisory Board

        The Company's Board of Directors has approved the formation of an
Advisory Board to assist the Company in developing and marketing its products
and services as well as to assist the Company in identifying and qualifying
potential acquisition targets. Management of the Company has been authorized and
has attempted to recruit qualified individuals to provide guidance and vision to
the Company as part of its Advisory Board.


Section 16(a) Beneficial Ownership Compliance

        Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own more than 10% of a registered class of
the Company's equity securities, to file with the SEC initial reports of
ownership and reports of changes in ownership of common stock and other equity
securities of the Company. Officers, directors and greater than 10% shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.

        To the Company's knowledge, based solely upon a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended September 30, 2001, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with.

                                       23
<PAGE>

ITEM 10.    EXECUTIVE COMPENSATION.

Summary Compensation Table

        The following summary compensation table sets forth information
concerning the annual and long-term compensation earned by our chief executive
officer and each of the other most highly compensated executive officers
(collectively, the "Named Executive Officers").

<TABLE>
<CAPTION>
                                                                             Securities
                                       Fiscal                                Underlying      All Other
Name and Principal Position             Year         Salary(1)    Bonus      Options (2)     Comp.
---------------------------------      ------        ---------    -------    -----------     ----------
<S>                                     <C>          <C>               <C>           <C>              <C>
Steven N. Bronson                       2002          $60,000          0             0                0
           CEO and President(3)         2001         $105,000(4)       0             0                0
                                        2000          $12,000          0       300,000                0

Robert Park                             2002          $0               0             0                0
           Vice-President(5)            2001          $12,418          0             0                0
                                        2000          $25,385          0        10,000                0

Gregory Jacobson                        2002          $0               0             0                0
           Vice-President(6)            2001          $10,833          0             0                0

-------------------
</TABLE>

(1) This table contains the actual salary that was paid to the executive for the
relevant fiscal year.

(2) We have no long-term incentive compensation plan for our executive officers
and employees other than the 2000 Stock Incentive Plan. We do not award stock
appreciation rights or long term incentive plan pay-outs.

(3) On July 1, 2001, the Company entered into a new employment agreement with
Steven N. Bronson, replacing Mr. Bronson's Employment Agreement, dated as of
August 1, 2000. Pursuant to the July 1, 2001 Employment Agreement, Mr. Bronson
was entitled to receive a salary of $60,000 per annum, payable in equal monthly
installments of $5,000. Additionally, the July 1, 2001 Employment Agreement
provided that Mr. Bronson is eligible to receive bonus compensation and stock
option grants under the Company's 2000 Stock Incentive Plan, at the discretion
of the Board of
Directors. In July 2002, Mr. Bronson July 1, 2001 Employment Agreement was
renewed and extended for a period of one (1) year. During the fiscal year ended
September 30, 2002, Mr. Bronson was not paid any bonus compensation or granted
any stock options by the Company. A copy of the Employment Agreement, dated as
of July 1, 2001 by and between the Company and Steven N. Bronson is attached as
an exhibit to the Company's Form 10- QSB for the quarter ended June 30, 2001 and
is incorporated herein by reference. In September 2002, the Company entered into
any agreement with Steven N. Bronson, the president of the Company, that
effective October 1, 2002, Mr. Bronson will waive and no longer receive a salary
from the Company.

(4) Mr. Bronson's salary for fiscal year ended September 30, 2001, includes
$50,000 that was paid to Catalyst Financial LLC, an entity owned and controlled
by Mr. Bronson, pursuant to Management Consulting Agreement, dated February 1,
2001, which was filed as an exhibit to the Company's Form 10-QSB for the quarter
ended March 31, 2001 and is incorporated herein by referenced. The Management
Consulting Agreement was terminated effective June 30, 2001. Mr. Bronson did no
receive any salary from the Company while the Management Consulting Agreement
was in effect.

(5) Robert Park resigned from his position as Vice President of the Company
effective November 30, 2000, and ceased to receive a salary from the Company on
November 30, 2000.

(6) Gregory Jacobson was employed by the Company, pursuant to an employment
agreement dated July 23, 2001. On October 2, 2001, Mr. Jacobson was terminated
for cause for, among other things, insubordination, failure to perform and
excessive absenteeism. Accordingly, Mr. Jacobson ceased to receive a salary on
October 2, 2001.

                                       24
<PAGE>

Options Granted to Employees in Fiscal 2002

        No stock options were granted to employees during fiscal year ended
September 30, 2002.

Aggregate Option Exercises in Fiscal 2002 and Fiscal Year End Option Values

        The following table contains certain information regarding stock options
exercised during and options to purchase common stock held as of September 30,
2002, by each of the Named Executive Officers. The stock options listed below
were granted without tandem stock appreciation rights. We have no freestanding
stock appreciation rights outstanding.

<TABLE>
<CAPTION>
                       Number                       Number of Securities           Value of Unexercised
                       Of Shares        (1)         Underlying Unexercised         In-the-Money Options
Name/                  Acquired        Value        Options at Fiscal Year End     at Fiscal Year End
Position               On Exercise     Realized     Exercised/Unexercised          Exercised/Unexercised (2)
------------------     -----------     --------     --------------------------     ---------------------
<S>                         <C>           <C>               <C>                             <C>
Steven N. Bronson
    Chairman, CEO
     and President          0             0                 300,000                         $0
Alan Rosenberg
     Director               0             0                  20,000                         $0
Leonard Hagan
      Director              0             0                  20,000                         $0
-------------------
</TABLE>

(1) Calculated on the basis of $.15 per share, the closing price of the common
stock on the over-the- counter market on September 30, 2002, less exercise price
payable for such shares.

(2) Calculated on the basis of the closing share price of the common stock on
the over-the-counter market on the date exercised, less the exercise price
payable for such shares.


Compensation of Directors

           In the fiscal year ended September 30, 2002, the Company paid no cash
compensation to the outside directors of the Company for their services as
directors of 4net Software. On November 9, 2001, the Company issued to Alan
Rosenberg and Leonard Hagan 20,000 shares of 4net Software restricted common
stock under the 2000 Stock Incentive Plan in consideration for their services as
directors of the Company.



                                       25
<PAGE>

Employment Contracts

        On July 1, 2001, the Company entered into an Employment Agreement with
Steven N. Bronson and in July 2002 the Company renewed and extended Mr. Bronson
July 1, 2001 Employment Agreement for a period of one (1) year until June 30,
2003. The terms of such Employment Agreement includes the following:

Name                     Title                       Salary/Year       Term
----                     -----                       -----------       -----
Steven N. Bronson (1)    CEO & President             $60,000           1 year

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

(1) Mr. Bronson shall be entitled to earn and receive bonus compensation
provided certain performance goals are achieved by the Company. Such bonuses
shall be granted based upon terms and conditions determined by the Board of
Directors of the Company. Mr. Bronson shall also be entitled to participate in
the 2000 Stock Incentive Plan pursuant to the terms and conditions of that plan.
Mr. Bronson was not awarded or paid a performance bonus during fiscal year 2002.
In September 2002, the Company has entered into any agreement with Steven N.
Bronson, the president of the Company, that effective October 1, 2002, Mr.
Bronson will waive and no longer receive a salary from the Company.


ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

        The following table sets forth as of December 20, 2002, certain
information regarding the beneficial ownership of the common stock outstanding
by (i) each person who is known to the Company to own 5% or more of the common
stock, (ii) each director of the Company, (iii) certain executive officers of
the Company and (iv) all executive officers and directors of the Company as a
group. Unless otherwise indicated, each of the stockholders shown in the table
below has sole voting and investment power with respect to the shares
beneficially owned. Unless otherwise indicated, the address of each person named
in the table below is c/o 4net Software, Inc., 10 South Street, Suite 202,
Ridgefield, Connecticut 06877.

                                                 Number of          Percent
Name and Address        Company Position        Shares owned       of class
----------------        ----------------        ------------       --------
Steven N. Bronson       Chairman, CEO           5,882,210(2)          65%
                        and President
Alan Rosenberg          Director                   40,000(3)            *
Leonard Hagan           Director                   40,000(4)            *

All directors and executive officers            5,922,210           65.2%
as a group (3 persons)
-----------------------------
* Owns less than 1%

(1) As used in this table, a beneficial owner of a security includes any person
who, directly or indirectly, through contract, arrangement, understanding,
relationship or otherwise has or shares (a) the power to vote, or direct the
voting of, such security or (b) investment power which includes the power to
dispose, or to direct the disposition of, such security. In addition, a person
is deemed to be the beneficial owner of a security if that person has the right
to acquire beneficial ownership of such security within 60 days.

                                       26
<PAGE>

(2) Includes options to purchase 300,000 shares of common stock of the Company
exercisable at $.55 per share (110% of the closing price on the date of grant)
issued to Mr. Bronson on June 30, 2000. These options are set to expire on June
29, 2005. Mr. Bronson also beneficially owns, through Catalyst Financial LLC,
warrants to purchase 82,000 shares of common stock of the Company at a price of
$.50 per share. These warrants are set to expire on September 29, 2006.

(3) Includes options to purchase 10,000 shares of common stock of the Company
exercisable at $2.26 per share (100% of the closing price on the date of grant)
issued to Mr. Rosenberg on May 11, 2000, and options to purchase 10,000 shares
of common stock of the Company exercisable at $.5625 per share (100% of the
closing price on the date of grant) issued to Mr. Rosenberg on August 28, 2000.

(4) Includes options to purchase 10,000 shares of common stock of the Company
exercisable at $2.26 per share (100% of the closing price on the date of grant)
issued to Mr. Hagan on May 11, 2000, and options to purchase 10,000 shares of
common stock of the Company exercisable at $.5625 per share (100% of the closing
price on the date of grant) issued to Mr. Hagan on August 28, 2000.



ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        On February 1, 2001, the Company relocated its principal offices from
900 Third Avenue, Suite 201, New York, New York 10022 to 10 South Street, Suite
202, Ridgefield, Connecticut 06877. The Company executed a three (3) year
sublease for the Company's principal offices with Catalyst Operations, Inc., a
corporation wholly owned by Steven N. Bronson, the Chairman, President and Chief
Executive Officer of the Company. Pursuant to the sublease, the Company occupies
fifty percent of the office space at 10 South Street, Suite 202, Ridgefield,
Connecticut 06877, receives certain administrative services and pays rent of
$2,000 per month to Catalyst Operations, Inc. A copy of the Lease is attached as
an exhibit to the Company's Form 10-QSB for the quarter ended March 31, 2001 and
is incorporated herein by reference. Effective September 1, 2002, 4net Software
re-negotiated its sublease for the offices located at 10 South Street, Suite
202, Ridgefield, Connecticut 06877. Pursuant to the amended sublease, the
Company's monthly rent obligation for the office has been reduced from $2,000 to
$1,000 per month. Additionally, the amended sublease provides that the Company
shall pay a flat fee of $50 per month for utilities. A copy of the Amendment to
the Sublease is attached to the Company's current report on Form 8-K, dated
September 27, 2002 and is incorporated herein by reference.

        Steven N. Bronson is the owner and principal of Catalyst Financial LLC
("Catalyst Financial"), a full service securities brokerage, investment banking
and consulting firm. Prior to February 1, 2001, the Company utilized a portion
of the premises occupied by Catalyst Financial at 900 Third Avenue, Suite 201,
New York, New York 10022, as its main corporate and administrative offices. The
Company did not pay any rent on these offices during the period October 1, 2000
through January 31, 2001. Additionally, the Company did not pay any rent for
these offices during the fiscal year ended September 30, 2000. The value of the
rent for the use of this office was nominal.


                                       27
<PAGE>

        The Company entered into a Mergers and Acquisitions Advisory Agreement,
dated as of March 27, 2001, with Catalyst Financial (the "M&A Advisory
Agreement"). Pursuant to the M&A Advisory Agreement, Catalyst Financial agreed
to provide consulting services to 4net Software in connection with 4net
Software's search for prospective target companies for mergers, acquisitions,
business combinations and similar transactions, and, if investigation warrants,
advising 4net Software concerning the negotiation of terms and the financial
structure of such transactions. For the services rendered pursuant to the M&A
Advisory Agreement, Catalyst Financial is entitled to receive a fee based upon
the total consideration of the specific transaction, calculated as follows: 5%
of the consideration from $1 up to $1,000,000; 4% of the consideration in excess
of $1,000,000 and up to $2,000,000; plus 3% of the consideration in excess of
$2,000,000 and up to $3,000,000, plus; 2% of the consideration in excess of
$3,000,000 and up to $4,000,000, plus; 1% of the consideration in excess of
$4,000,000. The term of the Mergers and Acquisitions Advisory Agreement is three
years. A copy of the M&A Advisory Agreement is attached as an exhibit to the
Company's Form 10-QSB for the quarter ended March 31, 2001 and is incorporated
herein by reference. In the event that the Company completes the NWT Transaction
contemplated by the December LOI, Catalyst Financial will be entitled to a fee
from the Company in accordance with the M&A Advisory Agreement.

        During the fiscal year ended September 30, 2002, the Company paid Hagan
& Burns CPAs P.C. an aggregate amount of $13,383 for accounting and other
professional services. Leonard Hagan, a director of the Company, is a fifty
percent (50%) owner of Hagan & Burns CPAs P.C.


ITEM 13.   EXHIBITS AND REPORTS ON FORM 8-K.

           a.        Exhibits

        The following exhibits are hereby filed as part of this Annual Report on
Form 10-KSB or incorporated by reference.

Exhibit
Number     Description of Document
--------   -------------------------------------------
2.1#       Stock Purchase Agreement by and between Michael Park, Andrew
           Patros and Robert Park and MedTech Diagnostics, Inc. dated April
           24, 2000. (Incorporated by reference to Exhibit 2.1 to the
           Current Report on Form 8-K filed by the Company on May 3, 2000.)

3.1#       Certificate of Incorporation of the Company. (Incorporated by
           reference to Exhibit 3.1 to the Company's Annual Report on Form
           10-KSB for the fiscal year ended September 30, 1999)

3.2#       By-Laws of the Company. (Incorporated by reference to Exhibit
           3.2 to the Company's Annual Report on Form 10-KSB
           for the fiscal year ended September 30, 1999)

3.3#       Certificate of Amendment to the Certificate of Incorporation of
           the Company. (Incorporated by reference to Exhibit 3.3 to the
           Company's Quarterly Report on Form 10-QSB for the quarter ended June
           30, 2000)

3.4#       Amended and Restated By-Laws of the Company. (Incorporated by
           reference to Exhibit 3.4 to the Company's Quarterly Report on Form
           10-QSB for the quarter ended June 30, 2000)


                                       28
<PAGE>

3.5#       Certificate of Merger between the Company and its wholly owned
           subsidiary 4net Software, Inc. (Incorporated by reference to Exhibit
           3.5 to the Company's Quarterly Report on Form 10-QSB for the quarter
           ended March 31, 2001.)

3.6#       Amended Certificate of Designation of the Series A Convertible
           Preferred Stock of 4net Software, Inc. (Incorporated by reference to
           Exhibit 3.6 to the Company's Quarterly Report on Form 10-QSB for the
           quarter ended March 31, 2001.)

10.3#@     Employment Agreement dated as of August 1, 2000 by and between
           the Company and Steven N. Bronson. (Incorporated by reference to
           Exhibit 10.3 to the Company's Quarterly Report on Form 10-QSB
           for the quarter ended June 30, 2000.)

10.4#@     Employment Agreement dated as of August 1, 2000 by and between the
           Company and Robert Park. (Incorporated by reference to Exhibit 10.4
           to the Company's Quarterly Report on Form 10-QSB for the quarter
           ended June 30, 2000.)

10.5#      Sublease dated as of February 1, 2001 by and between the Company and
           Catalyst Operations, Inc. (Incorporated by reference to Exhibit 10.5
           to the Company's Quarterly Report on Form 10-QSB for the quarter
           ended March 31, 2001)

10.6#      Management Consulting Agreement, dated as of February 1, 2001 by and
           between the Company and Catalyst Financial LLC. (Incorporated by
           reference to Exhibit 10.6 to the Company's Quarterly Report on Form
           10-QSB for the quarter ended March 31, 2001)

10.7#      Mergers and Acquisitions Advisory Agreement, dated as of March 27,
           2001 by and between the Company and Catalyst Financial LLC.
           (Incorporated by reference to Exhibit 10.7 to the Company's Quarterly
           Report on Form 10-QSB for the quarter ended March 31, 2001)

10.8#      Placement Agent Agreement, dated as of April 30, 2001, by and between
           the Company and Catalyst Financial LLC. (Incorporated by reference to
           Exhibit 10.8 to the Company's Quarterly Report on Form 10-QSB for the
           quarter ended March 31, 2001)

10.9#      Placement Agent Agreement, dated as of July 2, 2001, by and between
           the Company and Catalyst Financial LLC. (Incorporated by reference to
           Exhibit 10.8 to the Company's Quarterly Report on Form 10-QSB for the
           quarter ended June 30, 2001)

10.10#@    Employment Agreement, dated as of July 1, 2001 by and between
           the Company and Steven N. Bronson.  (Incorporated by reference
           to Exhibit 10.8  to the Company's Quarterly Report on Form 10-QSB
           for the quarter ended June 30, 2001)

10.11      Separation Agreement, dated as of September 21, 2001 by and between
           the Company and Michael Park, which is attached hereto as an exhibit
           and is incorporated herein by reference.


                                       29
<PAGE>

10.12*     Letter of Intent, dated December 19, 2002 by and between the Company
             and NWT, Inc.

99.1*      President's Written Certification Of Financial Statements
           Pursuant to 18 U.S.C. Statute 1350

--------------------------------
*    Filed herewith
#    Incorporated herein by reference
@    Represents a management contract


        b         Reports on Form 8-K.

        On September 27, 2002, the Company filed a current report on Form 8-K,
disclosing the amendment of the Company's sublease and the Assignment Agreement
between the Company and New England Computer Group, Inc. The Company's Form 8-K,
dated September 27, 2002 is incorporated herein by reference.

        On November 19, 2002, the Company filed a current report on Form 8-K,
disclosing that the Company entered into a non-binding Letter of Intent with
NWT, Inc. The Company's Form 8-K, dated December 4, 2001 is incorporated herein
by reference.

Item 14.   Control and Procedures

        Under the supervision and with the participation of our management,
including our principal executive officer, the Company has evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures within 90 days of the filing date of this annual report, and, based
on their evaluation, our president has concluded that these controls and
procedures are effective. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of his evaluation.

        Disclosure controls and procedures are our controls and other procedures
that are designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that we
file under the Exchange Act is accumulated and communicated to our management,
including our principal executive and financial officer, as appropriate to allow
timely decisions regarding required disclosure.


                                       30
<PAGE>

                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:





/s/Steven N. Bronson                       /s/ Alan Rosenberg
-------------------------------            -------------------------------
Steven N. Bronson                          Alan Rosenberg
President, Chief Executive                 Director
Officer and Chairman                       December 30, 2002
of the Board of Directors
December 30, 2002





/s/ Leonard Hagan
-------------------------------
Leonard Hagan
Director
December 30, 2002




                                       31
<PAGE>

       Statement Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
         By Principal Executive Officer and Principal Financial Officer
       Regarding Facts and Circumstances Relating to Exchange Act Filings


I, Steven N. Bronson, certify that:


1. I have reviewed this annual report on Form 10-KSB for the period ended
September 30, 2002;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

        a) designed such disclosure controls and procedures to ensure that
        material information relating to the registrant is made known to me by
        others, particularly during the period in which this annual report is
        being prepared;

        b) evaluated the effectiveness of the registrant's disclosure controls
        and procedures as of a date within 90 days prior to the filing date of
        this annual report (the "Evaluation Date"); and

        c) presented in this annual report my conclusions about the
        effectiveness of the disclosure controls and procedures based on my
        evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's
auditors and the registrant's board of directors:

        a) all significant deficiencies in the design or operation of internal
        controls which could adversely affect the registrant's ability to
        record, process, summarize and report financial data and have identified
        for the registrant's auditors any material weaknesses in internal
        controls; and

        b) any fraud, whether or not material, that involves management or other
        employees who have a significant role in the registrant's internal
        controls; and

6. I have indicated in this annual report whether or not there were significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.


Date:  December 30, 2002.


                                            /s/ Steven N. Bronson
                                            ----------------------------------
                                            Steven N. Bronson, President



                                       32
<PAGE>

                                  EXHIBIT INDEX

The following Exhibits are filed herewith:

Exhibit
Number      Description of Document
------      -----------------------
10.12       Letter of Intent, dated December 19, 2002 by and between the Company
            and NWT, Inc.

99.1        President's Written Certification Of Financial Statements
            Pursuant to 18 U.S.C. Statute 1350
















                                       33
<PAGE>










                               4NET SOFTWARE, INC.
                              FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2002 and 2001
















                                       34
<PAGE>

                               4NET SOFTWARE, INC.
                          Index to Financial Statements







Independent Auditor's Report                                                F-2

Balance Sheet
     September 30, 2002                                                     F-3

Statements of Operations
     Years Ended September 30, 2002 and 2001                                F-4

Statements of Stockholders' Equity
     Years Ended September 30, 2002 and 2001                                F-5

Statements of Cash Flows
     Years Ended September 30, 2002 and 2001                          F-6 - F-7

Notes to Financial Statements                                        F-8 - F-16





                                       F-1
<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders
4net Software, Inc.

We have audited the accompanying balance sheet of 4net Software, Inc. as of
September 30, 2002, and the related statements of operations, stockholders'
equity and cash flows for each of the two years in the period ended September
30, 2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 4net Software, Inc. as of
September 30, 2002, and the results of its operations and its cash flows for
each of the two years in the period ended September 30, 2002, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company
disposed of substantially all of the assets and related operations of its
operating segment in 2002. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are described in Note 2. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.




                                            Wheeler Wasoff, P.C.

Denver, Colorado
December 19, 2002

                                       F-2
<PAGE>

                               4NET SOFTWARE, INC.
                                  BALANCE SHEET
                               SEPTEMBER 30, 2002

<TABLE>
<CAPTION>
                                     ASSETS

<S>                                                                           <C>
CURRENT ASSETS
     Cash                                                                     $   143,026
     Accounts receivable-trade, net of allowance of $500                            2,605
     Other                                                                          3,834
                                                                              -----------

     Total Current Assets                                                         149,465
                                                                              -----------

                                                                              $   149,465

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses                                      $    24,192
   Payroll taxes payable                                                           13,635
                                                                              -----------

     Total Current Liabilities                                                     37,827
                                                                              -----------



COMMITMENTS AND CONTINGENCIES (Notes 9 and 10 )

STOCKHOLDERS' EQUITY

     Preferred stock, $.01 par value; authorized-5,000,000 shares Series A
          authorized -550,000 shares; issued and outstanding - none
     Common stock $.00001 par value; authorized-100,000,000 shares                     --
          Issued and outstanding - 8,661,018 shares                                    87
     Capital in excess of par value                                             3,113,261
     Accumulated (deficit)                                                     (3,001,710)
                                                                              -----------

                                                                                  111,638
                                                                              -----------

                                                                              $   149,465
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-3
<PAGE>

                               4NET SOFTWARE, INC.
                            STATEMENTS OF OPERATIONS
                     YEARS ENDED SEPTEMBER 30, 2002 AND 2001

                                                       2002            2001

REVENUES
     Web hosting, licensing and design services    $    52,753     $   262,685
                                                   -----------     -----------

OPERATING EXPENSES
     Cost of services                                   16,815          22,504
    General and administrative                         197,429         635,467
     Depreciation and amortization                       1,914          93,406
                                                   -----------     -----------

                                                       216,158         751,377
                                                   -----------     -----------

(LOSS) FROM OPERATIONS                                (163,405)       (488,692)
                                                   -----------     -----------

OTHER INCOME  (EXPENSES)
    Bad debt recovery                                    3,090          90,000
     Interest expense                                   (1,378)         (7,626)
     Write-off of goodwill                                  --        (703,178)
     Disposition of property and equipment              (4,689)        (32,568)
    Other income                                         4,108          13,118
                                                   -----------     -----------

                                                         1,131        (640,254)
                                                   -----------     -----------

NET (LOSS)                                         $  (162,274)    $(1,128,946)
                                                   ===========     ===========

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING-Basic and diluted                        8,656,685       8,224,216
                                                   ===========     ===========

NET (LOSS) PER COMMON SHARE -
    Basic and diluted                              $      (.02)    $      (.14)
                                                   ===========     ===========



   The accompanying notes are an integral part of these financial statements.

                                       F-4
<PAGE>
                               4NET SOFTWARE, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED SEPTEMBER 30, 2001 AND 2002

<TABLE>
<CAPTION>
                                                     Common Stock              Preferred Stock          Capital in
                                                                                                        Excess of      Accumulated
                                               Shares         Amount         Shares          Amount     Par Value        Deficit


<S>                                          <C>           <C>                            <C>          <C>             <C>
Balance, October 1, 2000                     8,011,018     $        80              --    $      --    $ 2,733,490     $(1,710,490)

Sale of common stock for cash                  820,000               8              --           --        409,992              --
Issuance of warrants for offering costs             --              --              --           --          8,568              --
Costs of offering                                   --              --              --           --        (76,696)             --
Issuance of common stock for
     professional services                      60,000               1              --           --         26,560              --
Repurchase of common stock for
     cash                                     (120,000)             (1)             --           --        (17,499)             --
Return of common stock for
     cancellation                             (150,000)             (2)             --           --              2              --
Issuance of common stock options
     for professional services                      --              --              --           --         18,845              --
Net (loss)                                          --              --              --           --             --      (1,128,946)
                                           -----------     -----------     -----------    ---------    -----------     -----------

Balance, September 30, 2001                  8,621,018              86              --           --      3,103,262      (2,839,436)

Issuance of common stock to Directors           40,000               1                                       9,999
Net (loss)                                          --              --              --           --             --        (162,274)
                                           -----------     -----------     -----------    ---------    -----------     -----------

Balance, September 30, 2002                  8,661,018     $        87              --    $      --    $ 3,113,261     $(3,001,710)
                                           ===========     ===========     ===========    =========    ===========     ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-5
<PAGE>

                               4NET SOFTWARE, INC.
                            STATEMENTS OF CASH FLOWS
                     YEARS ENDED SEPTEMBER 30, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                             2002            2001

<S>                                                                      <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
    Net (loss)                                                           $  (162,274)    $(1,128,946)
    Adjustments to reconcile net (loss) to net cash used in operating
       activities
       Depreciation and amortization                                           1,914          93,406
       Common stock issued for professional services                          10,000          26,561
       Common stock options issued for professional services                      --          18,845
          Write-off of goodwill                                                   --         703,178
          Disposition of property & equipment                                  4,689          32,568
    Changes in assets and liabilities
       Decrease (increase) in accounts receivable                             28,148         (12,450)

       (Decrease) in accounts payable and accrued expenses                   (15,688)        (57,612)
          Other                                                               (3,091)         (3,832)
                                                                         -----------     -----------

Net cash (used) in operating activities                                     (136,302)       (328,282)
                                                                         -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Cash paid for equipment                                                       --          (3,301)
                                                                         -----------     -----------

Net cash (used) in investing activities                                           --          (3,301)
                                                                         -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
    Principal payments of long-term debt                                     (85,451)        (21,916)
    Proceeds from issuance of common stock                                        --         410,000
     Cash paid for offering costs                                                 --         (68,128)
     Cash paid for repurchase of common stock                                     --         (17,500)
                                                                         -----------     -----------

Net cash (used) provided by financing activities                             (85,451)        302,456
                                                                         -----------     -----------

NET (DECREASE) IN CASH                                                      (221,753)        (29,127)

CASH - BEGINNING OF YEAR                                                     364,779         393,906
                                                                         -----------     -----------

CASH - END OF YEAR                                                       $   143,026     $   364,779
                                                                         ===========     ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-6
<PAGE>

                               4NET SOFTWARE, INC.
                      STATEMENTS OF CASH FLOWS (continued)
                     YEARS ENDED SEPTEMBER 30, 2002 AND 2001



SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

        During the years ended September 30, 2002 and 2001, the Company paid
        cash for interest on debt of $1,378 and $7,355, respectively.

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

        During the year ended September 30, 2002, the Company issued 40,000
        shares of common stock to Directors, valued at $10,000.

        During the year ended September 30, 2001 the Company:

        Issued common stock for professional services              $   26,561
        Granted common stock options for consulting services           18,845
        Issued common stock warrants for offering costs                 8,568
        Retired 150,000 shares of common stock                             --












   The accompanying notes are an integral part of these financial statements.

                                       F-7
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        ORGANIZATION

        4net Software, Inc. (formerly 4networld.com, Inc.) (the Company) was
        incorporated under the laws of the State of Delaware in 1986. In March
        2001, 4networld.com, Inc. effectuated an upstream merger of its wholly
        owned subsidiary, 4net Software, Inc. (the Subsidiary) into 4net
        world.com, Inc. and changed the name of the Company to 4net Software,
        Inc. The financial statements for the year ended September 30, 2001
        include the combined operations of the Company and its previously wholly
        owned subsidiary.

        BUSINESS ACTIVITY

        During the year ended September 30, 2001, the Company was engaged in the
        business of providing software, internet consulting and web design and
        maintenance services for the business-to-business market and was a
        provider of content management and content syndication software. The
        Company was also actively engaged in searching for and evaluating
        software and internet solution companies, which had proven technology
        and reported revenues and earnings as candidates for acquisition. The
        Company's customers are located primarily in the United States.

        During the year ended September 30, 2002, the Company determined to
        cease further development and marketing of its content management and
        web site design business. The Company did not engage in any marketing or
        sales efforts for the content management and web site design business
        and continued to service its existing clients and accepted new clients
        only through referrals and other unsolicited contacts.

        Effective September 1, 2002, the Company entered into an agreement
        wherein the Company transferred its clients and related revenues
        underlying its web contract management and syndication software
        operations to an unrelated entity. The Company will receive, as
        compensation for the assignment, royalty payments in the amount of 50%
        of the gross revenue, if any, generated by the assigned clients.

        The Company focused its efforts on pursuing a strategy of growth by
        acquiring businesses with established revenues and earnings, which the
        Company believes are undervalued. The Company utilized several criteria
        to evaluate prospective acquisitions including whether the business to
        be acquired (1) is an established business with viable services and/or
        products, (2) has an experienced management team, (3) has room for
        growth and/or expansion into other markets, (4) is accretive to
        earnings, (5) offers the opportunity to achieve and/or enhance
        profitability and (6) increases shareholder value.

        In December 2002, the Company entered into a Letter of Intent with NWT,
        Inc. ("NWT") wherein NWT would merge into the Company (see Note 10).

        PROPERTY AND EQUIPMENT

        Property and equipment was recorded at cost. Expenditures for major
        betterments and additions were charged to the asset accounts, while
        replacements, maintenance and repairs, which do not improve or extend
        the lives of the respective assets were charged to expense currently.

                                       F-8
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Depreciation and amortization of property and equipment was computed
        using straight-line methods over the estimated useful lives of the
        assets. The range of useful lives was as follows:

        Computer and office equipment                               3 - 5 years
        Furniture and fixtures                                          7 years
        Leasehold improvements                         3 years or life of lease

        Depreciation expense for the years ended September 30, 2002 and 2001 was
        $1,914 and $11,406, respectively.

        REVENUE RECOGNITION

        The Company recognized revenues as work was performed on a contract by
        contract basis, adjusted for any anticipated losses in the period in
        which any such losses are identified. The Company has not experienced
        any material losses.

        IMPAIRMENT OF LONG-LIVED ASSETS

        The Company has adopted Statement of Financial Accounting Standards
        (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets to
        be Disposed of", which requires that long-lived assets to be held be
        reviewed for impairment whenever events or changes in circumstances
        indicate that the carrying amount of an asset may not be recoverable.
        The Company will assess the recoverability of the carrying cost of
        long-lived assets based on a review of projected undiscounted cash flows
        related to the asset held for use. If assets are determined to be
        impaired, then the asset is written down to its fair value based on the
        present value of the discounted cash flows of the related asset or other
        relevant measures (quoted market prices or third-party offers).

        INCOME TAXES

        The Company has adopted the provisions of SFAS 109, "Accounting for
        Income Taxes". SFAS 109 requires recognition of deferred tax liabilities
        and assets for the expected future tax consequences of events that have
        been included in the financial statements or tax returns. Under this
        method, deferred tax liabilities and assets are determined based on the
        difference between the financial statement and tax basis of assets and
        liabilities using enacted tax rates in effect for the year in which the
        differences are expected to reverse.

        USE OF ESTIMATES

        The preparation of financial statements in conformity with generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of assets and liabilities
        and disclosure of contingent assets and liabilities at the date of the
        financial statements and reported amounts of revenues and expenses
        during the reporting period. Actual results could differ from those
        estimates.

                                       F-9
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        (LOSS) PER SHARE

        (Loss) per common share is computed based on the weighted average number
        of common shares outstanding during the period. Convertible equity
        instruments, such as stock options and warrants, are not considered in
        the calculation of net loss per share as their inclusion would be
        antidilutive.

        SHARE BASED COMPENSATION

        In October 1995, SFAS 123 "Accounting for Stock-Based Compensation" was
        issued. This standard defines a fair value based method of accounting
        for an employee stock option or similar equity instrument. This
        statement gives entities a choice of recognizing related compensation
        expense to employees by adopting the fair value method or to continue to
        measure compensation using the intrinsic value approach under Accounting
        Principles Board (APB) Opinion No. 25. The Company has elected to
        utilize APB 25 for measurement; and will, pursuant to SFAS 123, disclose
        on a supplemental basis the pro forma effects on net income and earnings
        per share of using the fair value measurement criteria.

        CASH EQUIVALENTS

        For purposes of reporting cash flows, the Company considers as cash
        equivalents all highly liquid investments with a maturity of three
        months or less at the time of purchase. On occasion, the Company has
        cash balances in excess of federally insured amounts.

        RECENT ACCOUNTING PRONOUNCEMENTS

        In June 2001, the Financial Accounting Standards Board ("FASB"), issued
        SFAS 143, "Accounting for Asset Retirement Obligations." SFAS 143
        addresses financial accounting and reporting for obligations associated
        with the retirement of tangible long-lived assets and the associated
        asset retirement costs. SFAS 143 generally requires obligations
        associated with asset retirements to be recognized earlier and displayed
        as liabilities rather than as contra-assets. The pronouncement is
        effective for financial statements issued for fiscal years beginning
        after June 15, 2002. Management does not believe that the adoption of
        SFAS 143 will have any impact on its financial position or results of
        operations.

        In August 2001, FASB issued SFAS 144, "Accounting for the Impairment or
        Disposal of Long-Lived Assets." SFAS 144 addresses financial accounting
        and reporting for the impairment or disposal of long-lived assets. SFAS
        144 establishes a single accounting model for long-lived assets to be
        disposed of by sale. The pronouncement is effective for financial
        statements issued for fiscal years beginning after December 15, 2001.
        Management does not believe that the adoption of SFAS 144 will have any
        impact on its financial position or results of operations.

        In June 2002, FASB issued SFAS 146, "Accounting for Costs Associated
        with Exit or Disposal Activities." SFAS 146 addresses financial
        accounting and reporting for costs associated with exit or disposal
        activities and nullifies Emerging Issues Task Force Issue No. 94-3,
        "Liability Recognition for Certain Employee Termination Benefits and
        Other Costs to Exit an Activity." SFAS 146 generally requires a
        liability for a cost associated with an exit or disposal activity to be
        recognized and measured initially at its fair value in the period in
        which the liability is incurred. The pronouncement is effective for exit
        or disposal activities initiated after December 31, 2002. Management
        does not believe that the adoption of SFAS 146 will have any impact on
        its financial position or results of operations.


                                      F-10
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        FAIR VALUE

        The carrying amount reported in the balance sheet for cash, accounts
        receivable, accounts payable and accrued liabilities approximates fair
        value because of the immediate or short-term maturity of these financial
        instruments.

        CONCENTRATION OF CREDIT RISK

        Financial instruments which potentially subject the Company to
        concentrations of credit risk consist of cash. The Company maintains
        cash accounts at one financial institution. The Company periodically
        evaluates the credit worthiness of financial institutions, and maintains
        cash accounts only in large high quality financial institutions, thereby
        minimizing exposure for deposits in excess of federally insured amounts.
        The Company believes that credit risk associated with cash is remote.

        COMPREHENSIVE INCOME

        There are no adjustments necessary to net (loss) as presented in the
        accompanying statements of operations to derive comprehensive income in
        accordance with SFAS 130, "Reporting Comprehensive Income.

        RECLASSIFICATION

        Certain amounts in the 2001 financial statements have been reclassified
        to conform with the 2002 presentation.

NOTE 2 - BASIS OF ACCOUNTING

        The accompanying financial statements have been prepared on the basis of
        accounting principles applicable to a going concern which contemplates
        the realization of assets and extinguishment of liabilities in the
        normal course of business. As shown in the accompanying financial
        statements, the Company has accumulated a deficit of $3,001,710 through
        September 30, 2002. As discussed in Note 1, the Company assigned all of
        its clients and revenues relating to its historical line of business. As
        of September 30, 2002, the Company has no principal operations or
        significant revenue producing activities. These factors indicate that
        the Company may be unable to continue in existence. The Company's
        financial statements do not include any adjustments related to the
        carrying value of assets or the amount and classification of liabilities
        that might be necessary should the Company be unable to continue in
        existence. The Company's ability to establish itself as a going concern
        is dependent on its ability to merge with another entity (see Note 10).
        The outcome of this matter cannot be determined at this time.

NOTE 3 - STOCKHOLDERS' EQUITY

        During the year ended September 30, 2002, the Company issued 40,000
        shares of its common stock to the members of its Board of Directors,
        valued at $10,000 ($.25 per share).


                                      F-11
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 3 - STOCKHOLDERS' EQUITY (Continued)

        During the year ended September 30, 2001, the Company issued shares of
        its common stock as follows:

        o       820,000 shares for cash consideration of $410,000 ($.50 per
                share). Costs of the offering were $76,696, including warrants
                valued at $8,568.
        o       60,000 shares for professional services, valued at $26,561 based
                on the trading price of the Company's common stock as of the
                date of issuance ($.38 to $.56 per share).

        During 2001, the Company entered into settlement agreements with two
        former employees. Under the first agreement, the Company repurchased
        120,000 shares of its common stock for $17,500. Under the second
        agreement, the Company retired 150,000 shares of its common stock.

        WARRANTS

        In 2001, the Company agreed to issue warrants to a related party to
        purchase 82,000 shares of common stock at an exercise price of $.50 per
        share through September 29, 2006, as a partial consideration for
        offering costs in conjunction with the private placement of common
        stock. The warrants were valued at $8,568, using the Black-Scholes
        option pricing model. At September 30, 2002, the remaining contractual
        life of the warrants was 4 years.

NOTE 4 - STOCK OPTION PLAN

        In March 2000, the Company established a Stock Incentive Plan under
        which employees, officers, directors, consultants, independent
        contractors and advisors of the Company may be granted options to
        purchase shares of the Company's common stock at a price to be
        determined by the Board of Directors, or a committee to be formed by the
        Board of Directors, which can not be less than sixty-five percent of the
        common stock fair value at the date of grant. In addition, the Stock
        Incentive Plan also authorizes the Company to issue restrictive stock
        awards and stock bonuses. The Stock Incentive Plan authorizes the
        issuance of up to 1,100,000 shares of the Company's common stock.

        The status of outstanding options granted pursuant to the plan is as
        follows:

<TABLE>
<CAPTION>
                                                   Number of     Weighted Avg.    Weighted Avg.
                                                    Shares      Exercise Price     Fair Value
<S>                                                 <C>              <C>
         Options Outstanding- October 1, 2000        402,500         $ .67            $ .42
         (402,500 exercisable)
         Granted                                     100,000         $ .50            $ .19
         Forfeited                                  (132,500)        $ .58               --
                                                   ---------

         Options Outstanding- September 30, 2001     370,000         $ .66            $ .42
         (370,000 exercisable)
         Granted                                          --
                                                   ---------

         Options Outstanding - September 30, 2002    370,000         $ .66            $ .42
                                                   =========
         (370,000 exercisable)
</TABLE>

                                      F-12
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 4 - STOCK OPTION PLAN (Continued)

        During the year ended September 30, 2001, 100,000 options granted to
        consultants were valued at $18,845 and charged to operations. These
        options were forfeited upon termination of the consulting agreement. The
        calculated value of these stock options followed the calculation methods
        prescribed by SFAS 123, using the Black-Scholes stock option pricing
        model, with the following assumptions:

                  Expected option life-years                         3
                  Risk-free interest rate                            5.75%
                  Dividend yield                                     0
                  Volatility                                         69%


        At September 30, 2002, the number of options exercisable was 370,000,
        the weighted average exercise price of these options was $.66, the
        weighted average remaining contractual life of the options was 3 years
        and the exercise price was $.55 to $2.26 per share.

        The expiration dates and exercise prices of stock options which were
        outstanding at September 30, 2002, were as follows:

                  Expiration         Number of     Exercise
                    Date              Options        Price

                  June 7, 2005         30,000      $   0.81
                  June 29, 2005       300,000      $   0.55
                  August 27, 2005      20,000      $   0.56
                  May 10, 2010         20,000      $   2.26

NOTE 5 - RELATED PARTY TRANSACTIONS

        In February 2001, the Company entered into a sub-lease agreement for
        office facilities with Catalyst Operations, Inc. (the "Landlord"), an
        entity wholly owned by the President of the Company, wherein the Company
        agreed to pay monthly rent of $2,000 through January 31, 2004. Effective
        September 1, 2002, the lease was amended and the monthly rent was
        reduced to $1,000, on a month to month basis.

        Rent expense for the year ended September 30, 2002 was $23,566. Rent
        expense for the year ended September 30, 2001 was $24,300, including
        $16,050 incurred under the sub-lease agreement with the Landlord.

        During the year ended September 30, 2001, the Company sub-leased office
        space on a month-to-month basis from certain shareholders of the Company
        who in turn leased the space from an unrelated third party. Total rent
        expense related to this lease amounted to approximately $8,250 for the
        year ended September 30, 2001.

                                      F-13
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 5 - RELATED PARTY TRANSACTIONS (Continued)

        During the year ended September 30, 2002, the Company paid its President
        $60,000 under an employment agreement. During the year ended September
        30, 2001, the Company had employment agreements with the President and a
        consulting agreement with Catalyst Financial LLC ("Catalyst"), an entity
        whose owner and principal is the President of the Company. Under these
        agreements, Catalyst was paid $50,000, and the President earned $55,000.
        At September 30, 2002, the only active agreement is an employment
        agreement with the President, which expires on June 30, 2003. Under this
        agreement, the President is due an annual base salary of $60,000,
        payable monthly. In September 2002, the Company entered into an
        agreement with the President of the Company that effective October 1,
        2002, he will waive and longer receive a salary from the Company.

        During 2001, Catalyst was paid $53,300 for commissions and expenses on
        the Company's sale of common stock and was granted warrants to purchase
        82,000 shares of common stock. The warrants were valued at $8,568.

        In March 2001, the Company entered into a Merger and Acquisition
        Advisory Agreement with Catalyst. Under the terms of the agreement,
        Catalyst will earn a fee, as outlined in the agreement, in the event the
        Company completes a merger or similar transaction. As of September 30,
        2002, no merger or similar transaction had been completed under the
        agreement.

        During the years ended September 30, 2002 and 2001, the Company incurred
        $13,383 and $23,625, respectively, for professional services rendered by
        an entity controlled by a Director of the Company.

        In September 2001, the Company entered into a Separation Agreement with
        a former employee of the Company. Under the terms of a the Separation
        Agreement, the individual returned to the company 150,000 shares of
        common stock owned by him; was granted a license to use certain of the
        Company's proprietary software; assumed ownership of certain office and
        computer equipment owned by the Company and assumed the remaining
        obligation under an office lease the Company had entered into.

        In November 2001, the Company issued 20,000 shares of its common stock
        to each of two Directors of the Company, valued at $10,000 ($.25 per
        share).

NOTE 6 - SIGNIFICANT TRANSACTIONS AND EVENTS

        Effective April 28, 2000, the Company acquired all of the issued and
        outstanding common stock of the Subsidiary. In connection therewith, the
        Company incurred approximately $20,000 in expenses and issued 300,000
        shares of the Company's common stock. The acquisition was accounted for
        as a purchase, and accordingly, the purchase price was allocated to the
        net assets acquired based on their estimated fair market values. As a
        result of this acquisition, $820,000 was allocated to goodwill, which is
        the excess of the purchase price over the fair value of the net assets
        acquired. The goodwill is attributable to the general reputation of this
        business in the communities it serves, the collective experience of the
        management and other employees. Goodwill was being amortized over 10
        years on a straight line basis.

        Amortization of goodwill was $82,000 for the year ended September 30,
        2001.

        Subsequent to September 30, 2001, management determined to cease it
        efforts in regard to the business underlying the acquisition.
        Accordingly, as of September 30, 2001, the Company charged to operations
        $703,178 of unamortized goodwill.

                                      F-14
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 7 - INCOME TAXES

        At September 30, 2002, the Company had a net operating loss carryforward
        of approximately $1,970,000 that may be offset against future taxable
        income through 2022. These carryforwards are subject to review by the
        Internal Revenue Service.

        The Company has fully reserved the $394,000 tax benefit of the operating
        loss carryforwards, by a valuation allowance of the same amount, because
        the likelihood of realization of the tax benefit cannot be determined.
        Of the total tax benefit, $32,000 is attributable to 2002.

        Temporary differences between the time of reporting certain items for
        financial and tax reporting purposes consists primarily of accrued
        salaries and wages, amortization and goodwill.

        There is no current or deferred tax expense for the years ended
        September 30, 2002 and 2001.

NOTE 8 - SEGMENT REPORTING

        In June 1997, SFAS 131, "Disclosure about Segments of an Enterprise and
        Related Information" was issued, which amends the requirements for a
        public enterprise to report financial and descriptive information about
        its reportable operating segments. Operating segments, as defined in the
        pronouncement, are components of an enterprise about which separate
        financial information is available and that are evaluated regularly by
        the Company in deciding how to allocate resources and in assessing
        performance. The financial information is required to be reported on the
        basis that is used internally for evaluating segment performance and
        deciding how to allocate resources to segments.

        During the years ended September 30, 2002 and 2001, the Company had one
        operating segment, website hosting, licensing and design.

        Revenue from individual unaffiliated customers in excess of 10% of net
        sales for year ended September 30, 2001 were as follows:

                                   Amount                  % of Sales

               Customer A       $     80,855                   31%
               Customer B       $     30,177                   11%

        There was no revenue from individual unaffiliated customers in excess of
        10% of net sales for the year ended September 30, 2002.

NOTE 9 - LEGAL PROCEEDINGS

        In November 2001, the Company was notified that a former employee may
        commence a litigation against the Company for wrongful termination.
        Management does not believe that this potential claim has any merit and
        that, if filed, does not believe that the claim will have a material
        effect on the Company.

                                      F-15
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 10 - SUBSEQUENT EVENTS

        On November 13, 2002, the Company entered into a non-binding Letter of
        Intent (the "November LOI") to acquire all of the issued and outstanding
        capital stock of NWT Inc. ("NWT"), a privately held corporation
        headquartered in Salt Lake City, Utah. On December 19, 2002, the Company
        and NWT executed a revised letter of intent replacing the November LOI
        (the "December LOI") pursuant to which the Company will acquire all of
        the issued and outstanding capital stock of NWT, whereby NWT will merge
        with and into the Company and the Company will be the surviving
        corporation. Pursuant to the December LOI, in connection with the merger
        transaction with NWT, the Company will be required to, among other
        things, issue approximately 2,000,000 shares of common stock for all the
        issued and outstanding shares of capital stock of NWT, effect a one (1)
        for eight (8) shares reverse stock split of its common stock, par value
        $.00001 per share, have at least $500,000 in cash in the bank and change
        the Company's name from 4net Software, Inc. to NWT, Inc.










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