Alterrus Systems (ASIUF) 6-K Current report (foreign)

FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of ____November_______________, 20_02 ___

Commission File Number _____0-30858 _____________________________________

NETTRON.COM, INC.

(Translation of registrant's name into English)#208 – 828 Harbourside Drive, N. Vancouver, BC Canada V7P 3R9
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F    X     Form 40-F ______

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes    X     No _____

If "Yes" is marked, indicate below the file number assigned to the registrant in connection withRule 12g3-2(b): 82- 4972__ 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

	___NETTRON.COM, INC.____
	(Registrant)
	By:         /s/____Douglas E. Ford              ___
	(Signature)*
	Douglas E. Ford, Director
Date__    November 28, 2002
* Print the name and title of the signing officer under his signature.

RE:   Interim Financial Statements – September 30, 2002

Dear Sirs/Madams:

Enclosed is one copy of the Company’s quarterly financial statements and supplementary information, for the six-month period ended September 30, 2002 as mailed today to those individuals that appear on the Company’s Supplemental Mailing List.

Yours truly,

NETTRON.COM, INC..

“Signed”

Douglas E. Ford
Secretary

Encl.
:kls

Form 6-K

Summary

Nettron.com, Inc has filed the exhibits with the applicable Canadian securities regulators and the Company’s shareholders that appear on its Supplemental List of Shareholders. The exhibits make-up the Company’s quarterly report to shareholders for the six-month period ended September 30, 2002.

Exhibits

        1.         Cover letter dated November 28, 2002;

        2.         BC Form 51-901F;

        3.         Schedule A to BC Form 51-901F;

        4.         Schedule B to BC Form 51-901F; and

        5.         Schedule C to BC Form 51-901F.

British Columbia Securities Commission
Quarterly and Year End Report
BC Form 51-901F
(previously Form 61)

ISSUER DETAILS NAME OF ISSUER Nettron. Com, Inc.					FOR QUARTER ENDED September 30, 2002	DATE OF REPORT YY/MM/DD 02/11/28
ISSUER’S ADDRESS #208 – 828 Harbourside Drive
CITY                                                    PROVINCE North Vancouver                               BC	POSTAL CODE V7P 3R9				ISSUER FAX NO. 604-904-9431	ISSUER TELEPHONE NO. 604-904-8481
CONTACT NAME Douglas E. Ford		CONTACT POSITION Director				CONTACT TELEPHONE NO. 604-904-8481
CONTACT EMAIL ADDRESS info@nettron.com				WEBSITE ADDRESS www.nettron.com
CERTIFICATEThe three schedules required to complete this Report are attached and the disclosure contained therein has been approved by the Board of Directors. A copy of this Report will be provided to any shareholder who requests it.
DIRECTOR’S SIGNATURE ›  “Signed”			PRINT FULL NAME Douglas E. Ford			DATE SIGNED YY/MM/DD 02/11/28
DIRECTOR’S SIGNATURE ›  “Signed”			PRINT FULL NAME Edward D. Ford			DATE SIGNED YY/MM/DD 02/11/28

Nettron.Com Inc.
Consolidated Interim Balance Sheet
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)

Schedule A

		September 30			March 31
		2002			2002
ASSETS
Current
Cash and Equivalents	$	7,376		$	929
Capital assets		11,905			14,905
	$	19,281		$	15,834
Liabilities and Shareholders Deficiency
Liabilities
Current
Accounts payable and accrued liabilities	$	279,453		$	262,843
Shareholders deficiency
Share capital		2,999,420			2,999,420
Deficit		(3,259,592	)		(3,246,429	)
		(260,172	)		(247,009	)
	$	19,281		$	15,834

On behalf of the board:
	"Douglas E Ford "    Director	"Edward D Ford "    Director

Nettron.Com Inc.Consolidated Interim Statements of Operations and Deficit
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)

Schedule A

	Three months ended September 30 2002						Six months ended September 30 2002
		2002			2001			2002			2001
Expenses
Amortization		1,500			3,498			3,000			9,331
Bank charges and interest
Consulting
Filing and transfer agent		938			1,917			3,823			2,892
Management fees (Note 3)		1,500			6,000			3,000			27,000
Office and miscellaneous		39			94			463			1,022
Professional Fees		7,645						7,645			9,747
Rent		1,500			2,558			3,000			14,199
Telephone and utilities					480						991
Travel					5						361
Wages benefits and contract labour					15,710						29,710
Website servicing					722						1,601
Total Expenses		13,122			30,984			20,932			96,854
Loss from operations		(13,122	)		(30,984	)		(20,932	)		(96,854	)
Other Income (expense)
Interest Income					232						490
Foreign exchange gain (loss)		6,973			18,071			7,769			11,709
					18,303						12,199
Loss from continued operations		(6,149	)		(12,681	)		(13,163	)		(84,655	)
Loss from discontinued operations		-			-			-			-
Net loss for the period		(6,149	)		(12,681	)		(13,163	)		(84,655	)
Deficit, beginning of period		(3,253,443	)		(3,113,577	)		(3,246,429	)		(3,113,577	)
Deficit, end of period	$	(3,259,592	)	$	(3,126,258	)	$	(3,259,592	)	$	(3,198,232	)
Loss per share-basic and diluted
From continued operations	$	(0.001	)	$	(0.002	)	$	(0.001	)	$	(0.010	)
Weighted average shares outstanding		6,715,374			6,435,374			6,715,374			6,450,675

Nettron.Com Inc.
Consolidated Interim Statements of Cash Flows
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)

Schedule A

	Three months ended September 30				Six months ended September 30
	2002		2001		2002		2001
Cash provided by (used in)
Operating activities
Loss from continued operations	(6,149	)	(12,681	)	(13,163	)	(84,655	)
Items not involving cash
Amortization of capital assets	1,500		3,498		3,000		9,331
Write-down of capital assets	-		8,246		-		8,246
Changes in non-cash
working capital items	-		(44,083	)	-		(19,647	)
Cash from continued Operations	(4,649	)	(45,020	)	(10,163	)	(86,725	)
Cash from operations	(4,649	)	(45,020	)	(10,163	)	(86,725	)
Investing activities
Purchase of capital assets	-		-		-		(1,172	)
Increase (decrease) in cash during period	-		(45,020	)	6,447		(87,897	)
Cash, beginning of period	90		76,436		929		119,313
Cash, end of period	7,376		31,416		7,376		31,416

Nettron.Com, Inc.(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)

Schedule A

September 30, 2002
1.	Basis of Presentation The Company was incorporated under the Alberta Business Corporations Act on January 19, 1996 and was in the business of marketing its interactive dating service "Cupid's Web". The Company’s administrative functions are performed in Canada; however, the operations are substantially located in the United States. These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. During the year ended March 31, 2001, the Company disposed of two of its subsidiaries (Note 2) to focus its effort on the development of the interactive dating service. As at September 30, 2002, the Company has substantially reduced its business activity, has accumulated losses totaling $3,232,309 and had a working capital deficiency of $260,172. The continuation of the Company is dependent upon the financial support of shareholders as well as obtaining long-term financing so the Company can recommence the development and marketing of memberships on its interactive platform "Cupid's Web" and works towards profitable operations. Management is currently seeking new sources of equity financing. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations. The Company has also been exploring other business opportunities that might allow the Company to re-start commercial operations These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.
2.	Share Capital

Authorized
Unlimited number of common shares without par value
Unlimited number of preferred shares without par value
Issued
Common shares	Number of	Amount
	Shares
Balance, March 31, 2002	6,435,374	$ 2,999,420
Balance, September 30, 2002	6,435,374	$ 2,999,420

Nettron.Com, Inc.
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)

Schedule A

September 30, 2002
2.	Share Capital - Continued
	a)	Included in share capital at March 31, 2002 were 12,032 shares held in escrow under an escrow agreement pursuant to requirements of securities regulatory authorities in Canada. Changes in the escrow shares for the six-month period ended September 30, 2002 are as follows:

	Number of Escrow Shares
	First	Second
	Agreement	Agreement		Total
March 31, 2002	-	12,032		12,032
Released in period	-	(12,032	)	(12,032	)
June 30, 2002	-	0		0

i)	Pursuant to the first escrow agreement, the release of these shares occurs over a time period with the written consent of the Executive Director of the Alberta Securities Commission.
ii)	Pursuant to the second escrow agreement, 280,000 of the common shares will be released on a basis of one share per $1.25 in cash flow generated however as part of the agreement to dispose of Arizona Outback and Bikestar, these shares were cancelled. The remaining 12,032 shares were released in August 2002.

b)	No common shares were issued during the six-month period ended September 30, 2002, however, pursuant to a private placement of common shares at US$0.05 per share announced August 16, 2002 the Company has received US$11,200 and has reserved for issuance 224,000 common shares to fulfill those subscriptions.
c)	Stock Options
		Pursuant to the Company's 1996 Incentive Stock Option Plan ("the Plan"), a total of 10% of the Company's common shares are reserved for the granting of stock options. The Plan provides that the terms of the options and the option price shall be fixed by the Directors and subject to the price restrictions and other requirements imposed by the Canadian Venture Exchange. The Plan also provides that no option shall be granted to any person except on recommendations of the Directors of the Company and only directors, officers, employers and other key personnel of the Company or its subsidiaries or corporations wholly-owned and controlled by such ndividuals, may receive stock options. Stock options granted under the Plan may not be for a period longer than five years.

Nettron.Com, Inc.
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)

Schedule A

September 30, 2002
2.	Share Capital - Continued
		Stock option transactions during the three-month period ended June 30, 2002 were as follows:

		Weighted
		Average
	Number of Options	Exercise Price
Number of options outstanding,
March 31, 2002 and June 30, 2002	612,500	$ 0.70
Balance, September 30, 2002	612,500	$ 0.70

All outstanding stock options at September 30, 2002 are exercisable on a 1:1 basis based on the terms set out as follows:

Expiry Date	Exercise Price	Options
September 10, 2004	$ 0.44	525,000
March 27, 2005	$ 2.00	100,000
		625,000

3.	Related Party Transactions
		During the six-month periods ended September 30, 2002 and 2001, the Company paid or accrued fees to directors and companies controlled by directors for the following services:

	2002	2001
Management fees	3,000	21,000

4.	Segmented Information
		With the disposal of Arizona Outback and Bikestar on January 1, 2001, the Company and its subsidiary now operate in one industry segment, the development and marketing of the Internet marketing service "Cupid's Web". The majority of the Company's administrative functions are performed in British Columbia, Canada.

Nettron.Com, Inc.
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)

Schedule B

September 30, 2002
1.	Direct Costs There are no direct costs to disclose
2.	Related Party Transactions See Note 3 in the September 30, 2002 financial statements for a summary of related party transactions during the six-month period ended September 30, 2002
3.	Share Capital See Note 2 in the September 30, 2002 financial statements for a summary of related party transactions during the six-month period ended September 30, 2002
4.	List of Directors and Officers      As at September 30, 2002, the directors of Nettron.Com, Inc. are as follows:                M. Glen Kertz – President                Edward D. Ford – Director                Douglas E. Ford – Secretary & Director                Gary E. Read – Director                Larry F. Robb - Director                Malcolm E. Rogers, Jr. - Director

Nettron.Com, Inc.
(Expressed in Canadian Dollars)
(Unaudited - Prepared by Management)

Schedule C

September 30, 2002

MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion and analysis should be read in conjunction with the financial statements and notes thereto. The consolidated financial statements have been prepared in accordance with Canadian GAAP.

As capital permits, the Company continues to focus on an interactive dating service called Cupid’s Web which is designed to serve both computer and non-computer users. For the six months ended September 30, 2002 the Company reduced the loss from continued operations by approximately 84.5% when compared to the comparable period in 2001. These reductions have been facilitated by the elimination of certain expenses due to the Company’s working capital deficit.

During the quarter the Company continued to offer free memberships to Cupid’s Web in an effort to test market the service and as an incentive to build the membership base to about 15,000 members. Once the membership base reaches 15,000 members, and the Company has available the necessary working capital it expects to begin billing existing and any new members for services and to begin to actively implement its cross selling strategy to bus inesses. To date, no revenue has been earned from the Cupid’s Web business, and no capital is available to promote or market the service.

As at September 30, 2002, the Company has substantially reduced its business activity, has accumulated losses totaling $3,232,309 and had a working capital deficiency of $260,172. The continuation of the Company is dependent upon the financial support of shareholders as well as obtaining long-term financing so the Company can recommence the development and marketing of memberships on its interactive platform "Cupid's Web" and works towards profitable operations. Management is currently seeking new sources of equity financing. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

The Company has also been exploring other business opportunities that might allow the Company to re-start commercial operations

These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might arise from this uncertainty.

In June of 2000 the Company entered into a Letter of Intent to acquire the Together Group of companies. The acquisition was valued at approximately US$17.5 million and was to be satisfied

by a combination of the payment of cash, issuance of common shares and debt, and the assumption of certain debts of the Together Group. The acquisition would have given Nettron a significant cash flow as well as provided the tools necessary for rapid growth in the dating industry by joining the online services of Company’s Cupid’s Web operations with the ground based operations of the Together Group. The Company has born all costs involved in developing the necessary framework for the acquisition including legal and accounting professional fees, corporate finance and consulting fees and management time.

From June until late December 2000 the Company focused on developing a strategy to implement the acquisition and to plan for the integration of the Company’s operations with those of the Together Group. Simultaneously, management attempted to grow Cupid’s Web, negotiate the necessary financing to fund the Together Group acquisition, and to secure all necessary regulatory approvals of the acquisition including the onerous requirements of the Canadian Venture Exchange which had deemed the acquisition a “Change of Business” of the Company.

Due to general weakness in equity markets in the last quarter of calendar 2000 and all of calendar 2001, the Company witnessed a severe drop in interest in the “dot com” world and in equity financings in general for emerging growth companies. Nettron was caught precisely in the middle of this market meltdown.

Many attempts were made to renegotiate the terms of the Together Group acquisition but to date Nettron’s efforts to conclude the acquisition have been unsuccessful. While Nettron remains interested in an arrangement with the Together Group, the Company announced on February 18, 2002 that the transaction originally disclosed July 6, 2000 was effectively terminated.

Management is currently expending its best efforts to seek new sources of equity financing. On August 16, 2002, Nettron announced that it has arranged a non-brokered private placement to provide working capital to the Company. Via private placement - Nettron will sell up to 1,000,000 shares of the company at US$0.05 each. Proceeds of the financing will be added to the Company’s working capital. Certain officers and directors, and their affiliates, may participate in the private placement. Up to November 26, 2002, the Company had received US$11,200 from the financing and is continuing to pursue the financing.

On November 13, 2002 the TSX Venture Exchange advised Nettron that the Exchange has determined that the Company does not currently meet Tier 2 Tier Maintenance Requirements. The Exchange further advised the Company that if by February 13, 2003 Nettron had not provided the Exchange with a submission evidencing that it meets Tier 2 Tier Maintenance Requirements the Exchange will proceed to designate the Company as an “Inactive Issuer” and apply the restrictions of an Inactive Issuer retroactively to the initial notice date.