SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-KSB/A

(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, 2004

                                       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.)

100 Mill Plain Road, Danbury  Connecticut                          06811
---------------------------------------------------             ----------
     (Address of principal executive offices)                   (Zip code)

                                 (203) 791-3872
                ------------------------------------------------
                (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: $2,208.

As of December 8, 2004, 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 $654,306. 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 February 18, 2005 there were issued and outstanding 8,761,018 shares of
the registrant's common stock, par value $.00001 per share.


                                EXPLANATORY NOTE

The Registrant is filing this amendment to its Form 10-KSB for the year ended
September 30, 2004 to restate is financial statements for the year ended
September 30, 2004. Specifically, in the quarter ended March 31, 2004, the
Registrant recognized an expense in the amount of $14,000 in connection with the
issuance of 200,000 warrants on December 17, 2003 pursuant to a consultant
agreement. The Registrant's financial statements needed to be restated because
the correct measurement date for the issuance occurred in the quarter ended
December 31, 2003 and the Registrant did not need to recognize a $14,000 expense
in conjunction with the issuance of the 200,000 warrants because the exercise
price of the warrants exceeded the fair value of the common stock at the
measurement date.



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<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>

       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). 4netManager(TM) provides non-technical users
the ability to update and maintain their own Web site. The Company also provided
Web site development services to small and middle sized companies. Typically, in
connection with licensing of 4netManager(TM) and the Web site development
services the Company attempted to provide its customers with Web-site hosting
services.

        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 a version of
4netManager(TM) for large businesses, which have multiple office locations.

        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.

                                        4
<PAGE>

        Effective September 1, 2002, the Company entered into an assignment
agreement with New England Computer Group., an unrelated Connecticut corporation
("NECG"), pursuant to which the Company assigned to NECG all of the Company's
servicing of web hosting clients. Pursuant to the agreement NECG agreed to 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.

         During the year ended September 30, 2004, the Company's sole source of
revenues from the Content Management and Web Site Design Business was the
royalty fee pursuant to the Assignment Agreement with NECG. Currently, 4net
Software's involvement in the Content Management and Web Site Design Business is
limited to receiving royalties pursuant to its assignment agreement with NECG.
While the Company owns the proprietary rights to 4netManager(TM), the Company
does not have sufficient capital to further develop or exploit its intellectual
property rights. 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 Industrial
Medium; 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>

        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. 4net 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. 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.

       In some cases, management of the Company will have the authority to
effect acquisitions without submitting the proposal to the stockholders for
their consideration. In some instances, however, the proposed participation in a
business opportunity may be submitted to the stockholders for their
consideration, either voluntarily by the Board of Directors to seek the
stockholders' advice and consent, or because of a requirement of applicable law
to do so.

        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 a tax free share exchange transaction. NWT through its
subsidiaries is engaged in the business of providing drug 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.

        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"). Pursuant
to the December LOI, in connection with the merger transaction with NWT, the
Company was 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 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.

         On or about February 12, 2003, the Company was advised that NWT was
unwilling to proceed with the merger transaction contemplated by the December
LOI. Based on the correspondence received from NWT, 4net Software notified NWT
that the December LOI terminated based upon NWT's unwillingness to proceed with
the merger. On February 14, 2003, the Company issued a press release disclosing
NWT's unwillingness to proceed with the merger transaction as contemplated by
the December LOI. Shortly thereafter NWT agreed to and did pay the Company the
break up fee of $50,000 as required by the December LOI.

                                        6
<PAGE>

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.

        Management believes that the future of the Company is dependent upon the
Company consummating a 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 complete any 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 a 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 complete 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 February 18, 2005, the Company had 1 employee, Steven N. Bronson,
who serves as the Company's President. Effective October 1, 2002, Mr. Bronson
agreed to waive payment of his salary. The Company does not have any employees
that are represented by a union or other collective bargaining group.


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.

                                        7
<PAGE>

The Company Has Limited Resources

        The Company has limited resources. For the fiscal years ended September
30, 2004 and September 30, 2003 the Company has had revenues from operations of
$2,208 and $7,895, respectively. For the fiscal years ended September 30, 2004
and September 30, 2003, the Company has had net losses of $34,650 (Restated) and
$55,900, respectively. Other than the revenues received from NECG for servicing
the Company's former web hosting clients, the Company will only derive revenues
through the acquisition of a target company. There can be no assurance that any
target company, 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

        Based on the Company's limited operations, revenues and assets there can
be no assurance that the Company will be able to continue as a going concern or
complete a merger, acquisition 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 February 18, 2005, Mr. Bronson beneficially owned 5,942,210 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 approximately 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 February 18, 2005, the Company had
8,761,018 shares of common stock issued and outstanding and 91,238,982
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 of
Directors 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 January 5, 2004, 4net Software, Inc. (the "Company") relocated its
offices from 10 South Street, Suite 202, Ridgefield, Connecticut, 06877 to 100
Mill Plain Road, Danbury, Connecticut 06811. Additionally, the Company's
telephone number changed to (203) 791-3872. The Company is using a portion of
The premises occupied by Catalyst Financial LLC, a full service brokerage,
investment banking and consulting firm, located at 100 Mill Plain Road, Danbury,
Connecticut 06811. Steven N. Bronson, the President of the Company, is the
principal and owner of Catalyst Financial LLC. Catalyst Financial LLC has agreed
to waive the payment of any rent by the Company for use of the offices.

        Prior to January 5, 2004, the Company subleased a portion of the
premises located at 10 South Street, Suite 202, Ridgefield, Connecticut 06877.
The Company's monthly rent obligation for its prior office was $1,000 per month
plus a flat fee of $50 per month for utilities.


ITEM 3.    LEGAL PROCEEDINGS.

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


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

        During the fiscal year ended September 30, 2004, no matters were
submitted to a vote of security holders.


                                       13
<PAGE>

                                     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 prices for the
Company's common stock as quoted by YahooFinance.com for the periods indicated.
These prices represent reported transactions that do not include retail markups,
markdowns or commissions, and may not necessarily represent actual transactions.

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

      2004:   1st Quarter, through December 31, 2003      $.11           $.30
              2nd Quarter, through March 31, 2004         $.23           $.45
              3rd Quarter, through June 30, 2004          $.30           $.55
              4th Quarter, through September 30, 2004     $.28           $.39


      2003:   1st Quarter, through December 31, 2002      $.15           $.51
              2nd Quarter, through March 31, 2003         $.23           $.50
              3rd Quarter, through June 30, 2003          $.12           $.30
              4th Quarter, through September 30, 2003     $.12           $.12


        As of February 18, 2005, the reported closing bid and ask prices on the
Company's common stock were $.20 and $.22, respectively.


Holders

        As of February 18, 2005, the Company's common stock was held by
approximately 124 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, 2004. 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.


                                       14
<PAGE>

    On December 17, 2003, the Company entered into a consulting agreement(the
"ETN Agreement") with ETN Financial Services, Inc. (the "ETN Financial") to
provide consulting services to the Company specifically related to seeking,
identifying, and investigating prospective target companies for mergers,
acquisitions, business combinations, and/or similar transactions (a
"Transaction"). Pursuant to the ETN Agreement, ETN Financial will: (i) present
and introduce the Company to members of the investment community to generate
investor interest in the Company, (ii) assist the Company in areas of investor
relations and corporate communications, (iii) assist the Company in creating new
relationships to enhance the Company's existing and future business, (iv) seek
to ally the Company with collaborative and strategic partners with the goal of
identifying and establishing new markets for the Company and its future
products, (v) establish a cohesive and streamlined investor relations department
and assist in its deployment and (vi) share files and collected data with the
Company for marketing purposes and to inform interested parties of corporate
developments. The ETN Agreement is for a term of one year.

     Pursuant to the ETN Agreement, the Company sold ETN Financial 100,000
shares (the "ETN Shares") of the Company's common stock, $.00001 par value, at a
purchase price of $.25 per share. Additionally, the Company issued to ETN
Financial warrants to purchase 400,000 shares of the Company's common stock at a
purchase price of $.25 per share (the "ETN Warrants"). The ETN Warrants shall be
exercisable for a period of five (5) years from December 17, 2003 and shall
contain a cashless exercise provision. In the event that the Company does not
consummate a Transaction as a result or consequence of an introduction made
directly or indirectly by ETN Financial subsequent to the date hereof and within
one year from the execution of this Agreement, then ETN Financial shall forfeit
and return to the Company fifty percent (50%) of the ETN Warrants or warrants to
purchase 200,000 shares of the Company's common stock at a purchase price of
$.25 per share. The Company also provided ETN Financial certain registration
rights in connection with the securities issued to ETN Financial under the ETN
Agreement.

       On January 22, 2004, the Board of Directors of the Company approved and
ratified the consulting agreement entered into on December 17, 2003 with ETN
Financial. On February 11, 2004, the Company received $25,000 from ETN Financial
as payment for the ETN Shares in accordance with the ETN Agreement.

     The ETN Shares and the ETN Warrants are restricted securities and were
issued by the Company in a private transaction pursuant to Section 4(2) of the
Securities Act of 1933.


Subsequent Event
-----------------

         On December 17, 2004, in accordance with the ETN Agreement, ETN
Financial returned warrants to purchase 200,000 shares of the Company's common
stock at a purchase price of $.25 per share to the Company.


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
pennystocks 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.



                                       15
<PAGE>

        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 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.


Source of Revenue

        Since September 1, 2002, the Company only source of operating revenues,
has been its receipt of a royalty fee pursuant to its assignment agreement with
New England Computer Group ("NECG"). For the fiscal year ended September 30,
2004 ("Fiscal 2004"), the Company has received approximately $2,208 in royalties
pursuant to the agreement with NECG. Additionally, during Fiscal 2004 the
Company raised $25,000 through the sale of common stock to ETN Financial.


4net Software's Acquisition Strategy

       The Company is 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. 4net 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.
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.


       In some cases, management of the Company will have the authority to
effect acquisitions without submitting the proposal to the stockholders for
their consideration. In some instances, however, the proposed participation in a
business opportunity may be submitted to the stockholders for their
consideration, either voluntarily by the Board of Directors to seek the
stockholders' advice and consent, or because of a requirement of applicable law
to do so.

                                       16
<PAGE>

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, 2004, the Company's revenues from
operations was $2,208, compared to $7,895 for the year ended September 30, 2003
("Fiscal 2003"). Additionally, in Fiscal 2003 the Company recorded other income
of $51,341, $50,000 of which was the break-up fee from the proposed transaction
with NWT. Accordingly, the Company's total revenue and other income was $59,236
for Fiscal 2003 compared to total revenue and other income of $2,613 in Fiscal
2004.

        During Fiscal 2004, the Company incurred operating expenses of $37,263
compared to operating expenses of $115,136 for Fiscal Year 2003, a decrease of
$77,873. The decrease in operating expenses is due to the fact that in Fiscal
2004 the Company did not incur expenses in negotiating a business combination
transaction, while in Fiscal 2003 the Company incurred expenses associated with
respect to the NWT Transaction.

        For Fiscal 2004 the Company incurred a loss from operations of $35,055
compared to a loss from operations of $107,241 for Fiscal 2003, a decrease of
$72,186. The decrease in operating net loss is due to the fact that in Fiscal
2004 the Company did not incur expenses in negotiating a business combination
transaction, while in Fiscal 2003 the Company incurred expenses associated with
respect to the NWT Transaction.


Liquidity and Capital Resources

        During Fiscal 2004, the Company satisfied its working capital needs from
cash on hand at the beginning of the year, and cash generated from the sale of
100,000 shares of common stock for $25,000 during the year. As of September 30,
2004, the Company had working capital of $46,088. 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.

                                       17
<PAGE>

        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.


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-13.


ITEM 8.    CHANGE IN ACCOUNTANTS

        On December 8, 2003 the Company dismissed Wheeler Wasoff, P.C. as its
independent accountants. The reports of Wheeler Wasoff, P.C. on the financial
statements for the fiscal years ended September 30, 2002 and September 30, 2001
contained no adverse opinion or disclaimer of opinion and were not modified as
to audit scope or accounting principles. The report of Wheeler Wasoff, P.C. on
the financial statements for the fiscal year ended September 30, 2002 contained
an explanatory paragraph relating to the uncertainty of the Company's ability to
continue as a going concern.

        On December 9, 2003, the Company engaged Kostin, Ruffkess & Company, LLC
as its new independent accountants. During the two most recent fiscal years and
through December 9, 2003 the Company had not consulted Kostin, Ruffkess &
Company, LLC regarding the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the financial statements of the registrant, and neither a
written report was provided to the Company or oral advice was provided that
Kostin, Ruffkess & Company, LLC concluded was an important factor considered by
the Company in reaching a decision as to the accounting, auditing, or financial
reporting issue.

        The Board of Directors of the Company, participated in and approved the
decision to change independent accountants. The Company filed a current report
on Form 8-K on December 12, 2003, disclosing the change of independent auditors,
and such report is incorporated herein by reference.


Subsequent Event
----------------

        On January 14, 2005 the Company dismissed Kostin, Ruffkess & Company,
LLC as its independent accountants. The reports of Kostin, Ruffkess & Company,
LLC on the financial statements for the fiscal years ended September 30, 2004
and September 30, 2003 contained no adverse opinion or disclaimer of opinion and
were not modified as to audit scope or accounting principles. The report of
Kostin, Ruffkess & Company, LLC on the financial statements for the fiscal year
ended September 30, 2004 contained an explanatory paragraph relating to the
uncertainty of the Company's ability to continue as a going concern.


                                       18
<PAGE>

        On January 14, 2005, the Company engaged Carlin, Charron & Rosen, LLP as
its new independent accountants. During the two most recent fiscal years and
through January 14, 2005 the Company had not consulted Carlin, Charron & Rosen,
LLP regarding the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on the financial statements of the registrant, and neither a
written report was provided to the Company or oral advice was provided that
Carlin, Charron & Rosen, LLP concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing, or financial
reporting issue.

        The Board of Directors of the Company, participated in and approved the
decision to change independent accountants. The Company filed a current report
on Form 8-K on January 18, 2005, disclosing the change of independent auditors,
and such report is incorporated herein by reference.


Item 8A. CONTROLS AND PROCEDURES

          Disclosure controls and procedures are 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.


           Evaluation of disclosure and controls and procedures.
           -----------------------------------------------------

           Based on their evaluation of the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934) as of the end of the period covered by this annual report
on Form 10-KSB the Company's chief executive officer has concluded that the
Company's disclosure controls and procedures are designed to ensure that
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and are
operating in an effective manner.

           Changes in internal controls over financial reporting.
           ------------------------------------------------------

           There were no changes in the Company's internal controls over
financial reporting or in other factors that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting.


                                       19
<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, 2004. 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            39            Chairman, Chief Executive Officer
                                           and President
Leonard Hagan                52            Director
Alan Rosenberg               35            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 Ridgefield Acquisition Corp., a publicly traded
corporation.

       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, Mallory Capital Group, LLC, Avalon Partners, Inc., Stacey
Braun Financial Services, Inc. and Danske Securities (US), Inc. Mr. Hagan is
also a director of Ridgefield Acquisition Corp., a publicly traded corporation.

       Alan Rosenberg has served as a director of the Company since March 17,
2000. Mr. Rosenberg currently serves as an Agency Chief Information Officer for
the City of New York's Department of Small Business Services. Prior to that, he
was a Director in the Office of the CIO for the Department of Information
Technology and Telecommunications for the City of New York. He also served as
the Deputy Director of Management Information Systems (MIS) for the City of New
York, Office of the Mayor. Mr. Rosenberg recently graduated from Polytechnic
University with a MS in the Management of Technology and holds a BA from The
Ohio State University.

        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


                                       20
<PAGE>

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 2004, the Board of Directors took action 2 times and held
2 meetings. The Board of Directors has a standing Audit Committee. During Fiscal
2004, 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 2004, the Audit Committee consisted of Messrs. Bronson
and Hagan. The Audit Committee does not meet on a regular basis, but only as
circumstances require. The Company has not designated any member of its Audit
Committee as a Financial Expert.


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.


Code of Ethics

         The Board of Directors of the Company adopted a Code of Ethics for the
Company. A copy of the Code of Ethics is attached hereto as Exhibit 14.


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% stockholders
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, 2004, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with.


                                       21
<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                       2004          $0             0             0             0
           CEO and President(3)         2003          $0             0             0             0
                                        2002          $60,000(4)     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 did 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's 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 an 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.


                                       22
<PAGE>

Options Granted to Employees in Fiscal 2004

        No stock options were granted to employees during fiscal year ended
September 30, 2004.


Aggregate Option Exercises in Fiscal 2004 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,
2004, 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 $.30 per share, the closing price of the common
stock on the over-the-counter market on September 30, 2004, 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, 2004, the Company paid no
compensation to the directors of the Company for their services as directors of
4net Software.


Employment Contracts

     At present, the Company has no employment agreement with its President
Steven N. Bronson.

                                       23
<PAGE>

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

        The following table sets forth as of December 8, 2004, 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., 100 Mill Plain Road, Danbury,
Connecticut 06811.

                                                 Number of          Percent
Name and Address        Company Position        Shares owned       of class
----------------        ----------------        ------------       --------
Steven N. Bronson       Chairman, CEO           5,942,210(2)           65%
                        and President
Alan Rosenberg          Director                   40,000(3)            *
Leonard Hagan           Director                   40,000(4)            *

All directors and executive officers            6,022,210              66%
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.

(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 an exercise
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, which expire on May 10, 2005.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, which expire on August 27, 2005.

(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, which expire on May 10, 2005. 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, which expire on August 27, 2005.


                                       24
<PAGE>

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        On January 5, 2004, 4net Software, Inc. (the "Company") relocated its
offices from 10 South Street, Suite 202, Ridgefield, Connecticut, 06877 to 100
Mill Plain Road, Danbury, Connecticut 06811. Additionally, the Company's
telephone changed to (203) 791-3872. The Company is using a portion of the
premises occupied by Catalyst Financial LLC, a full service brokerage,
investment banking and consulting firm, located at 100 Mill Plain Road, Danbury,
Connecticut 06811. Steven N. Bronson, the President of the Company, is the
principal and owner of Catalyst Financial LLC. Catalyst Financial LLC has agreed
to waive the payment of any rent by the Company for use of the offices.

        Prior to January 5, 2004, the Company subleased a portion of the
premises located at 10 South Street, Suite 202, Ridgefield, Connecticut 06877.
The Company's monthly rent obligation for its prior office was $1,000 per month
plus a flat fee of $50 per month for utilities.

        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.

        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.

                                       25
<PAGE>

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)

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)

                                       26
<PAGE>

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. (Incorporated by reference to Exhibit
           10.11 to the Company's Annual Report on Form 10-KSB for the fiscal
           year ended September 30, 2001)

10.12#     Letter of Intent, dated December 19, 2002 by and between the Company
           and NWT, Inc. (Incorporated by reference to Exhibit 10.12 to the
           Company's Annual Report on Form 10-KSB for the fiscal year ended
           September 30, 2002).

10.13#     First Amendment to Sublease between Catalyst Operation, Inc. and
           4networld.com, Inc. n/k/a 4net Software, Inc. made as of
           August 30, 2002. (Incorporated by reference to Exhibit 10.13 to the
             Company's Current Report on Form 8-K, dated September 27, 2002)

10.14#     Assignment Agreement, dated as of September 18, 2002, between
           4net Software, Inc. and New England Computer Group, Inc.
           (Incorporated by reference to Exhibit 10.14 to the Company's Current
           Report on Form 8-K, dated September 27, 2002)

10.15#     Consulting Agreement, dated December 17, 2003 between the Company and
           ETN Financial Services, Inc.

14*     Code of Ethics

31*     President's Written Certification Of Financial Statements
        Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32*     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.

        The Company did not file a current report on Form 8-K during the quarter
ended September 30, 2004.


Subsequent Event
----------------

         On January 18, 2005, the Company filed a current report on Form 8-K,
disclosing a change of the Company's independent auditors, and such report is
incorporated herein by reference.

                                       27
<PAGE>

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.
----------

            The aggregate fees billed to the Company for professional services
rendered by principal accountants for the audit of our annual financial
statements and review of our quarterly financial statements was $8,250 and
$7,546. for fiscal years 2004 and 2003, respectively.


Audit-Related Fees.
------------------

            None.


Tax Fees.
--------

            The aggregate fees billed to the Company for professional services
rendered by accountants for tax related services is $1,750 for fiscal years 2004
and 2003.


All Other Fees.
--------------

None.

            The audit committee approved the engagement of Kostin, Ruffkess &
Company, LLC in the preparation of the Company's tax returns for fiscal year
2004.


                                   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                       February 22, 2005
of the Board of Directors
February 22, 2005




/s/ Leonard Hagan
-------------------------------
Leonard Hagan
Director
February 22, 2005

                                       28
<PAGE>

                                  EXHIBIT INDEX

The following Exhibits are filed herewith:

Exhibit
Number      Description of Document
------      -----------------------
14          Code of Ethics

31         President's Written Certification Of Financial Statements
           Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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










                                       29
<PAGE>








                               4NET SOFTWARE, INC.
                              FINANCIAL STATEMENTS
                     SEPTEMBER 30, 2004 (Restated) and 2003

















<PAGE>

                               4NET SOFTWARE, INC.
                          Index to Financial Statements




Report of Independent Registered Public
    Accounting Firm                                                      F-2

 Balance Sheet
     September 30, 2004 (Restated)                                       F-3

Statements of Operations
     Years Ended September 30, 2004 (Restated) and 2003                  F-4

Statements of Stockholders' Equity
     Years Ended September 30, 2004 (Restated) and 2003                  F-5

Statements of Cash Flows
     Years Ended September 30, 2004 (Restated) and 2003               F-6 - F-7

Notes to Financial Statements                                         F-8 - F-13






                                       F-1
<PAGE>

To the Board of Directors
4net Software, Inc.



            Report of Independent Registered Public Accounting Firm


We have audited the accompanying balance sheet of 4net Software, Inc. (the
"Company") as of September 30, 2004 and the related statements of operations,
stockholders' equity, and cash flows for the years ended September 30, 2004 and
2003. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit 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 the Company as of September 30,
2004 and the results of its operations, changes in stockholders' equity, and its
cash flows for the years ended September 30, 2004 and 2003, 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 to the
financial statements, the Company has no principal operations or significant
revenue producing activities which raises substantial doubt about its 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.

As discussed in Note 1 to the financial statements, the Company restated its
financial statements to not recognize an expense in conjunction with an issuance
of warrants.


/s/ Kostin, Ruffkess & Company , LLC

Kostin, Ruffkess & Company , LLC
Farmington, Connecticut
February 21, 2005

                                       F-2
<PAGE>


                               4NET SOFTWARE, INC.
                                  BALANCE SHEET
                          SEPTEMBER 30, 2004 (Restated)


                                        ASSETS

CURRENT ASSETS
     Cash                                                           $    54,311
     Accounts receivable - other                                            552
                                                                    -----------

     Total Current and Other Assets                                 $    54,863
                                                                    ===========


                           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable and accrued expenses                            $     8,775
                                                                    -----------

            Total Current Liabilities                                     8,775
                                                                    -----------



COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY

     Preferred stock, $.01 par value; authorized-5,000,000 shares
          Issued and outstanding - none
     Common stock $.00001 par value; authorized-100,000,000 shares           --
          Issued and outstanding - 8,761,018 shares                          88
     Capital in excess of par value                                   3,138,260
     Accumulated (deficit)                                           (3,092,260)
                                                                    -----------

                                                                         46,088
                                                                    -----------

                                                                    $    54,863
                                                                    ===========

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

                                       F-3
<PAGE>

                               4NET SOFTWARE, INC.
                            STATEMENTS OF OPERATIONS
                YEARS ENDED SEPTEMBER 30, 2004 (Restated) AND 2003




                                                       2004            2003

REVENUES
     Web hosting, licensing and design services    $     2,208     $     7,895
                                                   -----------     -----------

OPERATING EXPENSES
     General and administrative                         37,263         115,136
                                                   -----------     -----------

                                                        37,263         115,136
                                                   -----------     -----------

LOSS FROM OPERATIONS                                   (35,055)       (107,241)
                                                   -----------     -----------

OTHER INCOME  (EXPENSES)
     Cost recovery                                          --          50,000
     Other income                                          405           1,341
                                                   -----------     -----------

                                                           405          51,341
                                                   -----------     -----------

NET LOSS                                           $   (34,650)    $   (55,900)
                                                   ===========     ===========


WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING-Basic                                    8,724,580       8,661,018
                                                   ===========     ===========

NET LOSS PER COMMON SHARE - Basic                  $     (.004)    $     (.006)
                                                   ===========     ===========



   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, 2004 (Restated) AND 2003



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

<S>                                        <C>          <C>       <C>      <C>       <C>            <C>             <C>
Balance, September 30, 2002                8,661,018        87       --        --      3,113,261     (3,001,710)        111,638

Net loss                                          --        --       --        --             --        (55,900)        (55,900)
                                         -----------    ------    -----    ------    -----------    -----------     -----------
Balance, September 30, 2003                8,661,018    $   87       --    $   --    $ 3,113,261    $(3,057,610)    $    55,738

Issuance of 100,000 shares common stock       100,000        1       --        --         24,999             --          25,000

Net loss                                          --        --       --        --             --        (34,650)        (34,650)

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

Balance, September 30, 2004                8,761,018    $   88       --    $   --    $ 3,138,260    $(3,092,260)    $    46,088
                                         ===========    ======    =====    ======    ===========    ===========     ===========
</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, 2004 (Restated) AND 2003


<TABLE>
<CAPTION>

                                                                          2004         2003

<S>                                                                    <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES

    Net loss                                                           $ (34,650)    $ (55,900)
    Adjustments to reconcile net loss to net cash used in operating
       activities:

    Changes in assets and liabilities:
       Decrease in accounts receivable                                        90         1,963
       Decrease in accounts payable and accrued expenses                 (12,500)      (16,552)
       Decrease in other assets                                            3,834            --
                                                                       ---------     ---------

Net cash used in operating activities                                    (43,226)      (70,489)
                                                                       ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES
    Cash provided from issuance of common stock                           25,000            --
                                                                       ---------     ---------

Net cash from financing activities                                        25,000            --
                                                                       ---------     ---------



NET DECREASE IN CASH                                                     (18,226)      (70,489)

CASH - BEGINNING OF YEAR                                                  72,537       143,026
                                                                       ---------     ---------

CASH - END OF YEAR                                                     $  54,311     $  72,537
                                                                       =========     =========
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

         During the year ended September 30, 2004, the Company issued 200,000
         shares of common stock warrants.


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

                                       F-6
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION

         4net Software, Inc., formerly known as 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.

         RESTATEMENT

         The Company filed an amendment to its Form 10-KSB for the year ended
         September 30, 2004 to restate its financial statements for the year
         ended September 30, 2004. Specifically, in the quarter ended March 31,
         2004, the Company recognized an expense in the amount of $14,000 in
         connection with the issuance of 200,000 warrants on December 17, 2003
         pursuant to a consultant agreement. The Company's financial statements
         needed to be restated because the correct measurement date for the
         issuance occurred in the quarter ended December 31, 2003 and the
         Company did not need to recognize a $14,000 expense in conjunction
         with the issuance of the 200,000 warrants because the exercise price
         of the warrants exceeded the fair value of the common stock at the
         measurement date. The effect of this restatement is a decrease in
         capital in excess of par value of $14,000 and a corresponding decrease
         in accumulated deficit. This was a direct result from reducing
         operating expenses by $14,000 and reducing the loss from operations
         from $49,055 to $35,055.


                                       F-7
<PAGE>
                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

         BUSINESS ACTIVITY

         During the year ended September 30, 2004, 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.

         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.

         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
         would acquire all of the issued and outstanding capital stock of NWT,
         whereby NWT would merge with and into the Company and the Company would
         have been the surviving corporation. Pursuant to the December LOI, in
         connection with the merger transaction with NWT, the Company would have
         been 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. On or about February 12, 2003, the
         Company was advised that NWT was unwilling to proceed with the merger
         transaction contemplated by the December LOI and shortly thereafter NWT
         paid the Company the $50,000 break up fee as required by the December
         LOI.


         REVENUE RECOGNITION

         The Company recognizes royalties from an unrelated third-party pursuant
         to the assignment agreement discussed above.


         USE OF ESTIMATES

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America 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-8
<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. In December 2003,
         SFAS 148 "Accounting for Stock-Based Compensation--Transition and
         Disclosure an amendment of FASB Statement No. 123" was issued. SFAS 148
         amends FASB Statement No. 123 to provide alternative methods of
         transition for a voluntary change to the fair value based method of
         accounting for stock-based employee compensation. In addition, this
         Statement amends the disclosure requirements of Statement 123 to
         require prominent disclosures in both annual and interim financial
         statements about the method of accounting for stock-based employee
         compensation and the effect of the method used on reported results. The
         Company has elected to utilize APB 25 for measurement; and will,
         pursuant to SFAS 148, will prominently disclosure in both annual and
         interim financial statements the method of accounting used for valuing
         stock-based employee compensation and the effect of the method used on
         reported results.

         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.

         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.

                                       F-9
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

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 $3,092,260 (Restated) and $3,057,610 through September 30,
         2004 and September 30, 2003, respectively. 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, 2004 and September 30,
         2003, 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 as a going concern. The
         Company's ability to establish itself as a going concern is dependent
         on its ability to merge with another entity. The outcome of this matter
         cannot be determined at this time.

NOTE 3 - STOCKHOLDERS' EQUITY


         On December 17, 2003, the Company entered into a consulting
         agreement(the "ETN Agreement") with ETN Financial Services, Inc. (the
         "ETN Financial") to provide consulting services to the Company
         specifically related to seeking, identifying, and investigating
         prospective target companies for mergers, acquisitions, business
         combinations, and/or similar transactions (a "Transaction"). Pursuant
         to the ETN Agreement, the Company sold ETN Financial 100,000 shares
         (the "ETN Shares") of the Company's common stock, $.00001 par value, at
         a purchase price of $.25 per share. Additionally, the Company issued to
         ETN Financial warrants to purchase 400,000 shares of the Company's
         common stock at a purchase price of $.25 per share (the "ETN
         Warrants"). In the event that the Company does not consummate a
         Transaction as a result or consequence of an Introduction made directly
         or indirectly by ETN Financial subsequent to the date hereof and within
         one year from the execution of this Agreement, then ETN Financial shall
         forfeit and return to the Company fifty percent (50%) of the ETN
         Warrants or warrants to purchase 200,000 shares of the Company's common
         stock at a purchase price of $.25 per share.

         The warrants are exercisable for a period of five years from December
         17, 2003 and shall contain a cashless exercise provision. The Company
         did not recognize an expense in conjunction with the issuance of
         200,000 warrants because the exercise price of the warrants exceeded
         the fair market value per share of common stock at the issuance date.

         On December 17, 2004, in accordance with the ETN Agreement, ETN
         Financial returned warrants to purchase 200,000 shares of the Company's
         common stock at a purchase price of $.25 per share to the Company.

                                      F-10
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS

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>              <C>
         Options Outstanding- September 30, 2002           370,000         $ .66            $ .42
         (370,000 exercisable)
         Granted                                                --
                                                          --------

         Options Outstanding- September 30, 2003           370,000         $ .66            $ .42
         (370,000 exercisable)
         Granted                                                --
                                                          --------

         Options Outstanding - September 30, 2004          370,000         $ .66            $ .42
         (370,000 exercisable)                            ========
</TABLE>

         The weighted average remaining contractual life of the options was 2
         years. The expiration dates and exercise prices of stock options which
         were outstanding at September 30, 2004, were as follows:

                     Expiration        Number of Options        Exercise
                        Date                                     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


                                      F-11
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS


NOTE 5 - RELATED PARTY TRANSACTIONS

         On January 5, 2004, 4net Software, Inc. (the "Company") relocated its
         offices from 10 South Street, Suite 202, Ridgefield, Connecticut, 06877
         to 100 Mill Plain Road, Danbury, Connecticut 06811. Additionally, the
         Company's telephone number changed to (203) 791-3872. The Company is
         using a portion of the premises occupied by Catalyst Financial LLC, a
         full service brokerage, investment banking and consulting firm, located
         at 100 Mill Plain Road, Danbury, Connecticut 06811. Steven N. Bronson,
         the President of the Company, is the principal and owner of Catalyst
         Financial LLC. Catalyst Financial LLC has agreed to waive the payment
         of any rent by the Company for use of the offices.

         Prior to January 5, 2004, the Company subleased a portion of the
         premises located at 10 South Street, Suite 202, Ridgefield, Connecticut
         06877. The Company's monthly rent obligation for its prior office was
         $1,000 per month plus a flat fee of $50 per month for utilities.

         Rent expense for the year ended September 30, 2004 was $3,150. Rent
         expense for the year ended September 30, 2003 was $12,600.

         During the years ended September 30, 2004 and 2003, the Company did not
         pay any salary to its President, because in September 2002, the Company
         entered into an agreement with the President, whereby the President
         agreed to waive his salary effective October 1, 2002.

         In March 2001, the Company entered into a Merger and Acquisition
         Advisory Agreement with Catalyst Financial LLC. Under the terms of the
         agreement, Catalyst Financial LLC will earn a fee, as outlined in the
         agreement, in the event the Company completes a merger or similar
         transaction. As of September 30, 2004, no merger or similar transaction
         had been completed under the agreement.

         During the year ended September 30, 2003, the Company incurred $4,969
         for professional services rendered by an entity controlled by a
         Director of the Company. The Company did not incur such expenses for
         the year ended September 30, 2004.

                                      F-12
<PAGE>

                               4NET SOFTWARE, INC.
                          NOTES TO FINANCIAL STATEMENTS



NOTE 6 - INCOME TAXES

         At September 30, 2004, the Company had a net operating loss
         carryforward of approximately $1,896,397 that may be offset against
         future taxable income, if any, through 2023. These carry-forwards are
         subject to review by the Internal Revenue Service.


         Unused net operating losses of approximately $1,896,397 available at
         September 30, 2004 for carry-forward against future years' taxable
         income are as follows:

                                                          Loss Can be
                   Loss Incurred In       Amount        Carryforward To:
                   ----------------       ------        ----------------
                   September 30, 1989    $126,003     September 30, 2004
                   September 30, 1990    $222,873     September 30, 2005
                   September 30, 1991    $227,991     September 30, 2006
                   September 30, 1992    $155,394     September 30, 2007
                   September 30, 1993    $102,487     September 30, 2008
                   Remaining years       $1,061,649   September 30, 2009
                                                      through September 30, 2023

         The Company has fully reserved the $644,800 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.

         There is no current or deferred tax expense for the years ended
         September 30, 2004 and 2003.


                                      F-13