UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                            FORM 10-QSB

   [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

   For the quarter ended March 31, 2001

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

        For the transition period from ________ to __________

                 Commission File Number: 333-30176


                          NMXS.com, INC.
        (Exact name of Registrant as specified in charter)

          DELAWARE                               91-1287406
State or other jurisdiction of             I.R.S. Employer I.D. No.
incorporation or organization

5041 INDIAN SCHOOL ROAD NE, SUITE 200, ALBUQUERQUE, NM      87110
     (Address of principal executive offices)             (Zip Code)

Issuer's telephone number, including area code: (505) 255-1999

Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such fling requirements for the
past 90 days. (1) Yes [X] No

[ ] (2) Yes [X] No [ ]

State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At April 4, 2001, there were
20,983,836 shares of the Registrant's Common Stock outstanding.


TABLE OF CONTENTS

                                                                         PAGE
PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS

   BALANCE SHEET - as of March 31, 2001 (unaudited)                         3

   STATEMENTS OF OPERATIONS (unaudited)
   -- For the Three Month Periods Ended March 31, 2001 and 2000             4

   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited)              4

   STATEMENTS OF CASH FLOWS (unaudited)
   -- For the Three Month Periods Ended March 31, 2001 and 2000             5

   NOTES TO UNAUDITED FINANCIAL STATEMENTS                                  6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION          6

PART II - OTHER INFORMATION                                                13

ITEM 1.  LEGAL PROCEEDINGS                                                 13
ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS                         13
ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                                   13
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               13
ITEM 5.  OTHER INFORMATION                                                 13
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                  13
SIGNATURES                                                                 14


                               PART I

                       FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

     The accompanying consolidated financial statements of NMXS.com, Inc. and
Subsidiaries (the "Company") have been prepared in accordance with generally
accepted accounting principles for interim financial information without audit.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring adjustments) considered necessary for a fair presentation
have been reflected in these consolidated financial statements. Operating
results for the three months ended March 31, 2001, are not necessarily
indicative of the results that may be expected for the year ending December
31, 2001. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2000.



                NMXS.com, INC. AND SUBSIDIARIES
                (a development stage enterprise)

                CONSOLIDATED FINANCIAL STATEMENTS


                          March 31, 2001
                           (unaudited)

                NMXS.com, INC. AND SUBSIDIARIES
                (a development stage enterprise)

                    Consolidated Balance Sheet
                          March 31, 2001
                           (unaudited)
<TABLE>
<CAPTION>
<S>                                                                             <C>

ASSETS
Current assets:
Cash and cash equivalents                                                       $       14,000
Restricted cash                                                                         40,000
Accounts receivable, less allowance for doubtful accounts of $40,000                   381,000
Estimated earnings in excess of billings on uncompleted contracts                       69,000
Prepaid consulting and loan guarantee fees                                             344,000
Other prepaid expenses and other assets                                                 67,000
Officer loans                                                                           52,000

Total current assets                                                                   967,000

Furniture, equipment and improvements - net                                            384,000
Security deposits                                                                       13,000
Goodwill                                                                               120,000

                                                                                $    1,484,000

LIABILITIES
Current liabilities:
Accounts payable and accrued expenses                                           $      220,000
Estimated billings in excess of earnings on uncompleted contracts                       47,000
Notes payable                                                                          368,000

Total current liabilities                                                              635,000

Commitments

STOCKHOLDERS' EQUITY
Capital stock $.001 par value:
Preferred stock, authorized 500,000 shares; issued and outstanding - none
Common stock, authorized 50,000,000 shares; 20,983,836 shares issued
and outstanding, 75,000 shares issuable                                                 21,000
Additional paid-in capital                                                           6,601,000
Deficit accumulated during the development stage                                    (5,773,000)

Total stockholders' equity                                                             849,000

                                                                                $    1,484,000
The accompanying notes are an integral part of these financial statements

</TABLE>

                NMXS.com, INC. AND SUBSIDIARIES
                (a development stage enterprise)

            Consolidated Statements of Operations
                          (unaudited)

<TABLE>
<CAPTION>
<S>                                      <C>              <C>             <C>

                                                                            Period From
                                                                           April 2, 1996
                                                                            (Inception)
                                             Three Months Ended               Through
                                                 March 31,                    March 31,
                                           2001             2000               2001


Revenues                         $       275,000     $      104,000      $    1,570,000

Operating costs and expenses:
Cost of services                         117,000             77,000             676,000
General and administrative               538,000            563,000           4,756,000
Research and development                  91,000             79,000             832,000

Total operating costs
and expenses                             746,000            719,000           6,264,000

Other income (expense), net                    0             21,000              74,000

Net loss/comprehensive loss      $      (471,000)    $     (594,000)     $   (4,620,000)




Basic and diluted loss per share:
Weighted average number of
common shares outstanding             20,992,000         20,195,000

Basic and diluted loss per
share                            $          (.02)    $         (.03)

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

</TABLE>

                NMXS.com, INC. AND SUBSIDIARIES
                (a development stage enterprise)

Consolidated Statements of Stockholders' Equity (Capital Deficiency)
                          (unaudited)
<TABLE>
<CAPTION>
<S>                                              <C>              <C>             <C>              <C>

                                                                                   Deficit
                                                                                   Accumulated
                                                 Common Stock       Additional     During the
                                                 $.001 Par Value    Paid-in        Development
                                                 Shares  Amount     Capital           Stage          Total


Initial issuance of shares to founder
for $1,000                                      118,800  $      0   $    1,000                $       1,000
Balance, December 31, 1996                      118,800         0        1,000                        1,000

Fair value of services provided by founder                              75,000                       75,000
Net loss/comprehensive loss                                                       $   (77,000)      (77,000)
Balance, December 31, 1997                      118,800         0       76,000        (77,000)       (1,000)

Fair value of services provided by founder                              90,000                       90,000
Net loss/comprehensive loss                                                          (114,000)     (114,000)
Balance, December 31, 1998                      118,800         0      166,000       (191,000)      (25,000)

Issuance of shares - June                     5,416,300     5,000       95,000                      100,000
Special distribution of shares to
founder - June                                5,618,900     6,000       (6,000)
Issuance of shares at $.75 per share
for consulting services - July                  726,000     1,000      544,000                      545,000
Shares deemed issued in connection
with reverse acquisition - August             5,333,336     5,000       (5,000)
Issuance of shares at $.75 per share,
net of issuance costs - August                2,360,500     2,000    1,715,000                    1,717,000
Issuance of stock options at fair value
for consulting services - August                                       267,000                      267,000
Estimated value of services provided by
Founder                                                                120,000                      120,000
Shares issued for legal services provided
to the Company - December                        20,000                 40,000                       40,000
Shares issuable at $2.94 per share for
consulting services                                                    147,000                      147,000
Net loss/comprehensive loss                                                        (1,687,000)   (1,687,000)
                                             ----------    ------    ---------     -----------   -----------
Balance, December 31, 1999                   19,593,836    19,000    3,083,000     (1,878,000)    1,224,000




Issuance of shares at $2.94 per share for
consulting services - January                    50,000
Issuance of shares at $1.00 per share
net of issuance costs - January               1,090,000     1,000    1,089,000                    1,090,000
Issuance of stock options at fair value
for legal services                                                      38,000                       38,000
Issuance of stock options at fair value
for consulting services - June                                          81,000                       81,000
Issuance of stock options at fair value
for consulting services                                                518,000                      518,000
Shares issuable at $1.45 for rent and
leasehold improvements                                                 109,000                      109,000
Warrant dividend                                                     1,153,000     (1,153,000)
Net loss/comprehensive loss                                                        (2,271,000)   (2,271,000)
                                             ----------    ------    ---------     -----------   -----------
Balance, December 31, 2000                   20,733,836    20,000    6,071,000     (5,302,000)      789,000

Issuance of shares at $ .75 per share for
guarantee fee - January                         250,000     1,000      186,000                      187,000
Issuance of warrants at fair market value
for investment acquisition - February                                  225,000                      225,000
Issuance of stock options at fair value
for legal services                                                      11,000                       11,000
Issuance of stock options at fair value
for Director's fee - March                                              19,000                       19,000
Issuance of stock options at fair value
for consulting services                                                 89,000                       89,000
Net loss/comprehensive loss                                                          (471,000)     (471,000)
                                             ----------    ------    ---------     -----------   -----------
Balance, March 31, 2001                      20,983,836  $ 21,000  $ 6,601,000   $ (5,773,000)   $  849,000

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

</TABLE>


                NMXS.com, INC. AND SUBSIDIARIES
                (a development stage enterprise)

        Consolidated Statements of Cash Flows (unaudited)

<TABLE>
<CAPTION>
<S>                                                       <C>              <C>             <C>
                                                                                            Period From
                                                                                           April 2, 1996
                                                                                            (Inception)
                                                             Three Months Ended               Through
                                                                  March 31,                  March 31,
                                                             2001           2000               2001

Cash flows from operating activities:
Net loss/comprehensive loss                           $    (471,000)  $   (594,000)     $    (4,620,000)
Adjustments to reconcile net loss/comprehensive
 loss to net cash used in operating activities:
     Common stock issuable for rent                                                              47,000
Consulting fee paid by in exchange for investment           225,000                             225,000
Common stock issued for services                            187,000        160,000              919,000
Stock options issued for services                           120,000                           1,024,000
Fair value of services provided by founder                                                      285,000
Depreciation                                                 27,000          9,000              122,000
Provision for bad debt                                                                           40,000
Amortization of goodwill                                      8,000                              31,000
Changes in:
Notes receivable                                                            20,000
Accounts receivable                                        (158,000)       (32,000)            (421,000)
Estimated earnings in excess of billings on
uncompleted contracts                                       114,000                             (69,000)
Inventory
Prepaid expenses and other assets                          (349,000)       (33,000)            (378,000)
Officer advances                                             (2,000)                            (52,000)
Accounts payable and accrued expenses                        45,000         54,000              183,000
Billings in excess of estimated earnings on
uncompleted contracts                                       (77,000)        (5,000)              47,000
Net cash used in operating activities                      (331,000)      (421,000)          (2,617,000)

Cash flows from investing activities:
Acquisition of fixed assets                                                (46,000)            (477,000)
Acquisition of subsidiary                                                 (115,000)            (115,000)
Security deposits                                                                               (13,000)
Net cash used in investing activities                             0       (161,000)            (605,000)

Cash flows from financing activities:
Loan from (repayment to) stockholder
Proceeds from note payable                                  331,000                             368,000
Net proceeds from issuance of common stock                               1,090,000            2,908,000
Restricted cash                                                                                 (40,000)
 Net cash provided by financing activities                  331,000      1,090,000            3,236,000

Net increase (decrease) in cash and cash equivalents              0        508,000               14,000
Cash and cash equivalents, beginning of period               14,000        977,000

Cash and cash equivalents, end of period              $      14,000  $   1,485,000       $       14,000

Supplemental disclosure of cash flow information:
Interest paid                                         $       2,000                      $        5,000

Supplemental disclosures of noncash investing and
financing activities:
Common shares issuable for leasehold
improvements and prepaid rent                         $      62,000                      $       62,000
      Acquisition of investment                            (225,000)                           (225,000)
          Disposition of investment                         225,000                             225,000

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

</TABLE>


                 NMXS.com, INC. AND SUBSIDIARIES
                 (a development stage enterprise)
            Notes to Consolidated Financial Statements
                        March 31, 2001
                          (unaudited)

NOTE A - ORGANIZATION AND OPERATIONS

NMXS.com, Inc. (formerly Conserve, Inc.) ("Conserve") and its wholly-owned
subsidiaries (collectively "the Company"), operates with two business segments
that develop and market proprietary internet technology-based software for the
management of digital high-resolution graphic images, video clips and audio
recordings.  The Company believes that its software has major applications for
the media, advertising, publishing, medical, entertainment, e-commerce and
university markets.

In August 1999, NMXS.com, Inc., then a non-operating public corporation with
nominal net assets (a development stage enterprise) acquired all of the
outstanding common stock of New Mexico Software, Inc. (a development stage
enterprise) ("NMS") in a transaction that gave the stockholders of NMS actual
control of the combined company.  For accounting purposes, the acquisition was
treated as a capital stock transaction rather than a business combination.
This transaction was recorded as a recapitalization of NMS with NMS as the
acquiror ("Reverse Acquisition") and no goodwill or other intangible was
recognized.  The historical financial statements prior to the date of the
reverse acquisition are those of NMS with the accounting acquiror's capital
deficiency prior to the acquisition having been retroactively restated (i.e.
recapitalized) for the equivalent number of shares received in the transaction
and the difference between the par value of Conserve's and NMS's stock
recorded as an offset to additional paid-in capital.  The historical deficit
accumulated during the development stage of NMS was carried forward after the
reverse acquisition.  Loss per share reflects the restatement for the number
of equivalent shares received by NMS's stockholders.

NMS, a New Mexico corporation, was formed in April 1996.  NMS was formed to
develop and market proprietary internet technology-based software as currently
conducted by the Company.

On August 3, 1999, Conserve issued to the stockholders of NMS 11,880,000
shares of Conserve's common stock in exchange for all of the shares of NMS
with NMS becoming a wholly-owned subsidiary of Conserve.  In connection with
this transaction, Conserve changed its name to NMXS.com, Inc.

During April 2000, the Company purchased 100% of the capital stock of Working
Knowledge Inc., a Kansas corporation with its office in California, for a
total price of $152,000. The business combination has been accounted for using
the purchase method. Tangible assets purchased were of nominal value. Working
Knowledge, Inc. provides services which are necessary to prepare, enter, and
maintain the customer's data on the Company's image management system. Prior
to its purchase, the Company serviced certain customers jointly with Working
Knowledge, Inc. and shared the revenue resulting from this service equally.
The Company recorded goodwill of $150,000 in connection with the acquisition.
The accompanying financial statements include the results of operations of
working knowledge, Inc. commencing April 1, 2000 (date of acquisition).

The Company has commenced principal business operations and conducts its
operations primarily in the United States.

There is no assurance that the Company's research and development and
marketing efforts will be successful, or that the Company will achieve
significant sales of any such products.  The Company has incurred net losses
and negative cash flows from operations since its inception.  In addition,
the Company operates in an environment of rapid change in technology and is
dependent upon the services of its employees and its consultants.  If the
Company is unable to successfully bring its technologies to commercialization,
it is unlikely that the Company could continue its business.

NOTE A - ORGANIZATION AND OPERATIONS (CONTINUED)

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern and realization of assets and settlement of
liabilities and commitments in the normal course of business.  The Company
will continue to require the infusion of capital until operations become
profitable.  During 2001, the Company anticipates raising additional capital,
increasing revenues and continuing to monitor their expenses primarily in
the area of personnel.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1]     Principles of consolidation:

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries.  All material inter-company accounts and
transactions have been eliminated.

[2]     Revenue recognition:

Revenues recognized to date relate solely to pilot programs.
Maintenance contract revenue is recognized on a straight-line basis over the
life of the respective contract. Revenue from custom software development,
which is generally billed separately from the Company's proprietary software,
is recognized based on its percentage of completion.  Revenues recognized
under percentage of completion contracts are generally based upon specific
milestones achieved as specified in customer contracts.  The Company also
derives revenue from the sale of third party hardware and software.
Consulting revenue is recognized when the services are rendered.
License revenue is recognized ratably over the term of the license.

Due to uncertainties inherent in the estimation process it is at least
reasonably possible that completion costs for pilot programs in progress will
be further revised in the near-term.

The cost of services, consisting of staff payroll, outside services, equipment
rental, communication costs and supplies, is expensed as incurred.

[3]     Cash and cash equivalents:

The Company considers all highly liquid instruments purchased with a maturity
of three months or less to be cash equivalents. The Company maintains its cash
and cash equivalents at three financial institutions.

[4]     Furniture, equipment and improvements:

Furniture, equipment and improvements are recorded at cost.  The cost of
maintenance and repairs is charged against results of operations as incurred.
Depreciation is charged against results of operations using the straight-line
method over the estimated economic useful life. Leasehold improvements are
amortized on a straight-line basis over the life of the related lease.

[5]     Income taxes:

The Company recognizes deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns.  Under this method, deferred tax liabilities and
assets are determined on the basis of the differences between the tax basis of
assets and liabilities and their respective financial reporting amount
("temporary differences") at enacted tax rates in effect for the years in
which the differences are expected to reverse.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Prior to the acquisition of NMS by NMXS.com, Inc., NMS was an S corporation as
defined in the Internal Revenue Code.  Upon the consummation of this
transaction, NMS Subchapter S status was terminated.  The accumulated loss
through the date of acquisition which amounted to $32,000 was reported on the
individual income tax return of the former stockholder of NMS and therefore is
not available to the Company.

 [6]     Per share data:

The basic and diluted per share data has been computed on the basis of the net
loss available to common stockholders for the period divided by the historic
weighted average number of shares of common stock adjusted for the retroactive
treatment of common shares issued to the founder (historical number of shares
represents the shares issued by Conserve to NMS stockholders in connection
with the reverse merger) immediately prior to the reverse acquisition.
Weighted average number of shares at March 31, 2001 includes 75,000 issuable
shares which will be issued during May, 2001.  All potentially dilutive
securities have been excluded from the computations since they would be
antidilutive; however, these dilutive securities could potentially dilute
basic earnings per share in the future.

[7]     Research and development expenses:

Costs of research and development activities are expensed as incurred.

[8]     Advertising expenses:

The Company expenses advertising costs which consist primarily of direct
mailings, promotional items and print media, as incurred.  Advertising
expenses amounted to $8,000, $47,000 and $165,000 for the three months ended
March 31, 2001 and 2000 and the cumulative period April 2, 1996 (inception)
through
March 31, 2001, respectively.

[9]     Use of estimates:

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

[10]     Stock-based compensation:

Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("FAS 123") allows companies to either expense the
estimated fair value of stock options and warrants, or to continue following
the intrinsic value method set forth in Accounting Principles Board Opinion
25, "Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro
forma effects on net income had the fair value of the options and warrants
been expensed.  The Company has elected to apply APB 25 in accounting for its
stock based incentive plans.  Equity instruments issued to non-employees are
measured based on their fair values.


[11]     Software development:

The Company accounts for computer software development costs in accordance
with Statement of Financial Accounting Standards No. 86, "Accounting for the
Costs of Computer Software to be Sold, Leased or Otherwise Marketed".  As
such, all costs incurred prior to the product achieving technological
feasibility are expensed as research and development costs.  Technological
feasibility is generally achieved upon satisfactory beta test results.  Upon

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

achieving technological feasibility, programming costs are capitalized and
amortized over the economic useful life which is estimated to be two years.
There were no capitalized software development costs as of March 31, 2001.

 [12]     Rental expense:

The Company has recognized the total minimum rental payments due under the
lease on a straight-line basis over the lease term.  As of March 31, 2001,
the Company has a prepaid rent asset of $29,000.

[13]     Goodwill:

Goodwill resulting from the acquisition of Working Knowledge, Inc., accounted
for as a purchase, is being amortized on a straight-line basis over 5 years.
The carrying value of goodwill is analyzed when events and circumstances
warrant such a review.  Such analysis is based upon the expected future cash
flows of Working Knowledge, Inc.  Amortization of approximately $8,000 has
been included in general and administrative expenses for the three months
ended March 31, 2001.

[14]    Interim financial statements:

Financial statements as of March 31, 2001 and the three months ended March 31,
2001 and 2000 and the respective amounts included in the period from inception
April 2, 1996 are unaudited but in the opinion of management, the financial
statements include all adjustments consisting of normal recurring accruals
necessary for a fair presentation of the comparative financial position and
results of operations.  Results of operations for interim periods are not
necessarily indicative of those to be achieved or expected for the entire
year.

NOTE C - RESTRICTED CASH

The Company renewed a certificate of deposit in the amount of $40,000 to
collateralize a note payable.  Interest is compounded on a quarterly basis at
an annual percentage yield of 8.0%.


NOTE D - FURNITURE, EQUIPMENT, AND IMPROVEMENTS

Furniture, equipment, and improvements as of March 31, 2001 consists of the
following:


Computers                              $     246,000
Furniture, fixtures and equipment            176,000
Leasehold improvements                        84,000
                                            --------
                                             506,000

Accumulated depreciation                    (122,000)
                                            --------
                                       $     384,000
                                            ========


NOTE E - NOTES PAYABLE


The Company has a $37,000 promissory note expiring on August 31, 2001.  The
principal balance and all accrued, unpaid interest is due on this date.
Interest is payable on a quarterly basis at a rate of 8.0% per annum.

The Company has a promissory note payable which matures on July 24, 2001 in
the amount of $300,000 for working capital requirements. The loan is
collateralized by
substantially all of the Company's assets and personally guaranteed by an
officer of the Company as well as an outside investor. The outside investor
was issued 250,000 shares of the Company's common stock valued at
approximately $187,500 in exchange for the personal guarantee.  Interest is
payable at maturity at a variable rate of prime plus 1%.

The Company also has a line of credit of up to $50,000.  The line of credit is
personally guaranteed by an officer of the Company and matures on June 23,
2001.  Interest is payable monthly at a rate of prime plus 1% and
approximately $31,000 is outstanding as of March 31, 2001.



NOTE F - CAPITAL TRANSACTIONS

Common stock:

The following common stock transactions include the effects of restating
stockholders' equity for the shares received in the recapitalization as a
result of the reverse acquisition.  The exchange rate of such shares was 118.8
Conserve common shares for each NMS common share.  Accordingly, there were
11,880,000 common shares outstanding immediately prior to consummating the
reverse acquisition.

Effective April 2, 1996, the Company issued 118,800 shares of common stock to
the founder for a capital contribution.

During 1999, the Company effected the following stock transactions:

In June 1999, in contemplation of the anticipated reverse acquisition, the
Company adjusted its capitalization in order to facilitate the exchange of
shares required as part of the acquisition transaction.  Prior to this
adjustment, the founding stockholder owned 100% (1,000 pre-exchange common
shares) (118,800 shares giving effect to the exchange) of NMS.  In connection
with this adjustment, the Company distributed 47,297 pre-exchange common
shares (5,618,900 shares giving effect to the exchange) to the founding
stockholder.  As a result of this distribution, the founding stockholder's
overall ownership percentage did not change.  This event resulted in no charge
and has been recorded in a manner similar to a recapitalization.

In June 1999, issued 5,416,300 shares of common stock for $100,000 in
accordance with a stock purchase agreement.

In July 1999, issued 726,000 shares of common stock with a fair market value
of  $.75 per share for consulting services.



NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

In August 1999, in accounting for the reverse acquisition transaction, the
Company was deemed to have issued 5,333,336 common shares for the net
monetary assets of Conserve which was nominal.  These shares represented the
common shares outstanding immediately prior to the reverse acquisition.

In August 1999, issued 2,360,500 shares of its common stock at $.75 per share
in a private placement offering, net of issuance costs of $53,000.

In August 1999, the Company agreed to issue 50,000 common shares to a
former officer of the Company.  The fair value of such shares amounting to
$147,000 has been recorded in the statement of operations for the year ended
December 31, 1999.

On December 28, 1999, the Company issued 20,000 shares of common stock to one
individual valued at $40,000 in exchange for services.

During 2000, the Company effected the following stock transactions:

In January 2000, the Company issued 50,000 shares of its common stock to a
former officer of the Company for services rendered prior to August, 1999. The
fair value of such shares amounting to $147,000 was recorded in the statement
of operations for the year ended December 31, 1999.

In January and February, 2000, in connection with a private placement
offering, the Company issued 1,090,000 units at $1.00 per unit consisting of
one share of common stock and one Series B warrant to purchase one share of
common stock at $1.00 per share exercisable for a period of up to five years
from date of issuance.

In May 2000, the Chief Executive Officer, who is a principal stockholder of
the Company, transferred 75,000 shares to a lessor of the Company for future
rent obligations and certain leasehold improvements. As a result of this
transaction, the Company recognized a credit to additional paid-in capital of
$109,000, representing the fair value of the stock exchanged. The Company has
agreed to reimburse the officer by the issuance of 75,000 of the Company's
common stock.

During the three months ended March 31, 2001, the Company effected the
following stock transaction:

During January, the Company borrowed $300,000 for working capital
requirements. The loan is collateralized by substantially all of the Company's
assets and personally guaranteed by an officer of the Company as well as an
outside investor.  The outside investor was issued 250,000 shares of the
Company's common stock valued at approximately $187,500 in exchange for the
personal guarantee.



NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

Warrants:

In conjunction with the closing of the reverse merger, the Company declared a
distribution of 1,000,000 warrants at the rate of one warrant for each 5.3
common shares held by the stockholders of record as of the beginning of
business on August 3, 1999.  The warrants have an exercise price of $1.25 per
share and a three year contractual life from date of issuance.  The warrants
are redeemable by the Company for $.01 per warrant subject to 30 days written
notice at any time the closing bid price of the stock equals or exceeds 300%
of the exercise price of the warrant for ten consecutive trading days.  The
warrants became issuable on November 14, 2000, the date the Company's Form
SB-2 filing was declared effective. As a result, the Company recorded a
warrant dividend valued at $1,153,000, the fair value of the warrants on the
effective date. The fair value was estimated using the Black-Scholes pricing
model. The following assumptions were used in computing the fair value of the
warrant dividend: risk free interest rate of 5.7%, zero dividend yield,
volatility of the Company's common stock 218% and an expected life of three
years.  The warrants were issued on January 25, 2001.

On February 20, 2001, the Company entered into a stock swap agreement with a
principal corporate stockholder (a public company). The agreement provides for
the exchange of cashless assignable warrants to purchase 1,500,000 shares of
the Company's common stock at an exercise price of $.50 per share for 150,000
restricted shares of the stockholder's common stock. The transaction was
recorded as an investment valued at $225,000, which represents the market
value of the stockholder's common stock exchanged on the date of the
agreement.

Stock options:

On August 3, 1999, the Company adopted its 1999 Stock Option Plan (the
"Plan").  Under the Plan, incentive and non-qualified stock options may be
granted to key employees and consultants at the discretion of the Board of
Directors.  Any incentive option granted under the Plan will have an exercise
price of not less than 100% of the fair market value of the shares on the date
on which such option is granted.  With respect to an incentive option granted
to a Participant who owns more than 10% of the total combined voting stock of
the Company or of any parent or subsidiary of the Company, the exercise price
for such option must be at least 110% of the fair market value of the shares
subject to the option on the date on which the option is granted.  A
non-qualified option granted under the Plan (i.e., an option to purchase the
common stock that does not meet the Internal Revenue Code's requirements for
incentive options) must have an exercise price of not less than 100% of the
fair market value of the stock on the date of grant.  The plan also contains
provisions affecting outstanding options in the case of certain corporate
transactions or in the event of a change of control.  The Company could
accelerate the vesting and termination dates of the options.  A maximum of
3,000,000 options can be awarded under the Plan.  The terms of grant permit a
non-cash exercise.



NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

Disclosures required by Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), including pro
forma operating results had the Company prepared its financial statements in
accordance with the fair value based method of accounting for stock-based
compensation prescribed therein are shown below.
Exercise prices and weighted-average contractual lives of stock options
outstanding as of March 31, 2001 are as follows:

                   Options Outstanding         Options Exercisable
                         Weighted
                         Average      Weighted
                         Remaining    Average
Exercise     Number     Contractual   Exercise     Number     Exercise
Price     Outstanding      Life       Price     Exercisable     Price

$.3125        60,000        5.0       $ .3125            0      .3125
   .75       452,000        3.3           .75       90,000        .75
   .77        83,000        8.7           .77       83,000        .77
  .825       120,000        3.3          .825       24,000       .825
  1.25       324,000        7.3          1.25            0       1.25
 1.625       400,000        9.1         1.625       81,000      1.625
 2.125       297,000        6.9         2.125      149,000      2.125



     Summary of Options Granted and Outstanding:

                                                Three Months Ended March 31,
                                                 2001                 2000

                                                Weighted             Weighted
                                                Average              Average
                                                Exercise             Exercise
                                     Shares     Price     Shares     Price
Options:
 Outstanding at beginning of year  1,593,000     $1.33     572,000
 Granted                             143,000       .58     458,000     $ .77
 Cancelled                                 0      1.28        0         1.96
                                   ---------             ---------
 Outstanding at end of year        1,736,000     $1.27   1,030,000     $1.30
                                   =========    ======   =========      ====


During the year ended December 31, 1999, the Company issued 647,000 options of
which 75,000 options were cancelled in 1999.  The most recent quoted market
price of the Company's common shares was $3 per share at the date of grant.
The total fair value of such options approximated $1,391,000. There were no
options outstanding prior to August 3, 1999. Through December 31, 2000,
114,000 of the 572,000 options have vested.  Charges for the 67,000 options
that vested during 2000 and the 47,000 options that vested during 1999
included in the statements of operations for the three months ended March 31,
2001 and 2000 in
general and administrative expenses are approximately $89,000 and $160,000,
respectively.



NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

The fair value of each option granted prior to 2000 has been estimated on the
date of grant using the Black-Scholes option pricing model.  The weighted
average fair value of the options granted during 1999 was $2.42.  The
following weighted average assumptions were used in computing the fair value
of option grants for 1999.  Weighted average risk-free interest rate of 5.50%;
zero dividend yield, volatility of the Company's common stock of 40% and an
expected life of the options of five years.  The options vest ratably over a
five year period.

During the year ended December 31, 2000, the Company granted the following
stock options:

In January 2000, the Company granted 308,000 stock options to employees with
an exercise price of $2.12, equal to the fair value of the common stock, with
a contractual life of ten years and a two year vesting period, 50% at the end
of each one year period from the date of grant, 11,000 of such options were
cancelled in 2000. The fair value of the noncancelled options has been
estimated on the date of grant using the Black-Scholes option pricing model.
The weighted average fair value of these options was $2.12.  The following
assumptions were used in computing the fair value of these option grants.
Weighted average risk-free interest rate of 6.66%; zero dividend yield,
volatility of the Company's common stock of 218% and an expected life of the
options of ten years.

During April 2000, the Company entered into an agreement with a third party to
provide legal services to the Company in exchange for an initial grant of
150,000 options at an exercise price of $1.625, equal to the fair value of the
common stock.  In accordance with the agreement, legal counsel earns as a
retainer fee an automatic vesting of 1,000 options each month services are
rendered and earns additional vesting of stock options for services rendered
based on a calculation defined in the agreement.  The fair value of each of
these options has been estimated on the date of grant using the Black-Scholes
option pricing model.  The weighted average fair value of these options was
$1.62.  The following assumptions were used in computing the fair value of
these option grants.  Weighted average risk-free interest rate of 5.99%; zero
dividend yield, volatility of the Company's common stock of 218% and an
expected life of the options of ten years.  For the three months ended March
31, 2001 options valued at approximately $12,000 were earned and are reflected
in general and administrative expenses.

During April 2000, the Company entered into an independent account
representative agreement with a third party to provide outside sales services
to the Company in exchange for a grant of 250,000 options at an exercise price
of $1.625, equal to the fair value of the common stock.  In accordance with
the agreement, 50,000 options vested as of the effective date of the agreement
and additional stock options vest based on services rendered as defined in the
agreement.  The fair value of each of these options has been estimated on the
date of grant using the Black-Scholes option pricing model.  The weighted
average fair value of these options was $1.62.  The following assumptions were
used in computing the fair value of these option grants.  Weighted average
risk-free interest rate of 5.99%; zero dividend yield, volatility of the
Company's common stock of 218% and an expected life of the options of ten
years.  For the three months ended December 31, 2000, no options were
earned.


NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

In July 2000, the Company granted 638,000 stock options to employees with an
exercise price of $1.25, equal to the fair value of the common stock, with a
contractual life of ten years and a two year vesting period, 50% at the end of
each one year period from the date of grant, 314,000 of such options were
cancelled in July 2000.  The fair value of the noncancelled options has been
estimated on the date of grant using the Black-Scholes option pricing model.
The weighted average fair value of these options was $1.25.  The following
assumptions were used in computing the fair value of these option grants.
Weighted average risk-free interest rate of 6.05%; zero dividend yield,
volatility of the Company's common stock of 218% and an expected life of the
options of ten years.

During the three months ended March 31, 2001, the Company granted the
following
stock options:

In January 2001, the Company granted 83,000 stock options to employees with an
exercise price of $.77, equal to the fair value of the common stock, with a
contractual life of ten years and a two year vesting period, 50% at the end of
each one year period from the date of grant.  The fair value of the options
has been
estimated on the date of grant using the Black-Scholes option pricing model.
The weighted average fair value of these options was $.77.  The following
assumptions were used in computing the fair value of these option grants.
Weighted average risk-free interest rate of 6.05%; zero dividend yield,
volatility of the Company's common stock of 218% and an expected life of the
options of ten years.


During March, 2001, the Company granted 60,000 stock options to a member of
the Board of Directors with an exercise price of $.3125, equal to the fair
value of the common stock, with a contractual life of five years and a thirty
day vesting period from the date of grant.  The fair value of the options has
been estimated on the date of grant using the Black-Scholes option pricing
model.  The weighted average fair value of these options was $.77.  The
following assumptions were used in computing the fair value of these option
grants.  Weighted average risk-free interest rate of 6.05%; zero dividend
yield, volatility of the Company's common stock of 218% and an expected life
of the options of five years.


The following table summarizes the pro forma operating results of the Company
for March 31, 2001 had compensation costs for the stock options granted to
employees been determined in accordance with the fair value based method of
accounting for stock based compensation as prescribed by SFAS No. 123.

               Pro forma net loss available to common stockholders  $(581,000)

               Pro forma basic and diluted loss per share               $(.03)

As of March 31, 2001, the Company has reserved 6,590,000 shares of its
common stock for issuance upon exercise of stock options and warrants.


NOTE G - INCOME TAXES

The significant components of the Company's deferred tax asset as of March
31, 2001 are as follows:

Deferred income tax asset:
Net operating losses carryforwards     $     1,314,000
Deferred compensation                          332,000
Other                                           57,000
                                             1,703,000
Valuation allowance                         (1,703,000)

Net deferred tax asset                 $     0

The significant components of the provision for income taxes for the three
months
ended March 31, 2001 and 2000 are as follows:
                                             2001           2000

Deferred:
Federal                           $     (231,000)     $     (534,000)
State                                    (43,000)           (100,000)
Change in valuation allowance            274,000             634,000

Total deferred income taxes       $     0             $     0



As of March 31, 2001, the Company has net operating loss carryforwards of
approximately $2,934,000 for federal income tax purposes, which expire through
2020.  In the event of potential future ownership changes (Note A), Internal
Revenue Code Section 382 limits the amount of such net operating loss
carryforward available to offset future taxable income.

The difference between the statutory federal income tax rate on the Company's
pre-tax loss and the Company's effective income tax rate is summarized as
follows:

                                                2001       2000

Statutory federal income tax rate              34.0%       34.0%
Increase in valuation allowance               (49.0)       (5.9)
Other                                          15.0       (28.1)

Effective income tax rate                         0%          0%

NOTE H - RELATED PARTY TRANSACTIONS

Officer loans:

Represents advances to the Chief Executive Officer who is a principal
stockholder of the Company which bears interest at 7% per annum.  The amount
is to be repaid by December 31, 2001

Officer compensation:

During 1999, the Company recorded the fair value of services provided by the
Company's chief executive officer in the amount of $120,000 in the statement
of operations with a corresponding increase to additional paid-in capital.



NOTE H - RELATED PARTY TRANSACTIONS (CONTINUED)

Management Services:

An officer and stockholder of a significant stockholder was hired in September
1999 and provides management and consulting services to the Company.  The
amount charged to operations for the three months ended March 31, 2000 was
$15,000.  No salary has been charged to operations for the three months ended
March 31, 2001.

Rent:

In May 2000, the Chief Executive Officer, who is a principal stockholder of
the Company, transferred 75,000 shares to a lessor of the Company for future
rent obligations and certain leasehold improvements. As a result of this
transaction, the Company recognized a credit to additional paid-in capital of
$109,000, representing the fair value of the stock exchanged. The Company has
agreed to reimburse the officer by the issuance of 75,000 of the Company's
common stock.


NOTE I - COMMITMENTS

Leases:

The Company leases office space, equipment and an automobile under operating
leases.  Future minimum lease payments as of December 31, 2000 are as follows:

Twelve Months
Ending
March 31,

2002         $     143,000
2003               146,000
2004               112,000
2005                44,000

Rent expense for the three months ended March 31, 2001 and 2000 amounted to
$60,000 and $31,000, respectively.

Employment agreement:

On December 10, 1999, the Company entered into an employment and
noncompetition agreement with a stockholder to act in the capacity of
President and Chief Executive Officer.  The term of the employment agreement
is for three years and the noncompetition agreement is for one year with both
agreements commencing on January 1, 2000.  The agreement allows for a one year
renewal option unless terminated by either party.  Base salary is $120,000 per
annum with available additional cash compensation as defined in the
agreement.  Compensation under this agreement of $30,000 is included in
general and administrative expenses for the three months ended March 31, 2000.
No compensation has been charged to operations for the three months ended
March 31, 2001.


NOTE J - MAJOR CUSTOMERS

During the three months ended March 31, 2001, two customers accounted for 13%
and
12% of the Company's revenue.  During the three months ended March 31, 2000,
three
customers accounted for 34%, 19% and 17% of the Company's revenue.

As of March 31, 2001, balances due from three customers comprised 18%, 16% and
13% of total accounts receivable.  As of March 31, 2000, balances
due from four customers comprised 24%, 22%, 21% and 19% of total accounts
receivable.


NOTE K - PRO FORMA FINANCIAL INFORMATION

The following pro forma information is provided to reflect the consolidated
operations of the Company and its subsidiaries for the three months ended
March 31, 2001, assuming that the purchase of Working Knowledge, Inc. which
occurred April 2000 was consummated at the beginning of the period.

                                2000

Sales                  $       393,000
Net loss                      (620,000)
Loss per share                    (.03)




NOTE L - CONSULTING AGREEMENT


The Company has entered into an agreement with a company to
provide consulting and public relation services.  An initial term of three
months commencing April 1, 2001 has been agreed to by the parties.  After the
initial term, the agreement will continue until terminated by either party
upon ten days prior written notice.  The consultant received an initial fee of
150,000 shares of Manhattan Scientifics, Inc. stock.  In consideration of
furnishing this initial fee, the Company agreed to issue 1,500,000 Series C
warrants to Manhattan Scientifics, Inc. (see Note F).  In addition, a
monthly fee of 15,000 shares will be furnished during the term of agreement,
and incentive shares based upon increases in the number of shareholders and
the trading volume of the shares, increased market capitalization, and
eligibility for listing on NASDAQ.


NOTE M - REPORTABLE SEGMENTS

Management has elected to identify the Company's reportable segments based on
separate legal entities.  NMS derives revenues from the development and
marketing proprietary internet technology-based software and Working
Knowledge, Inc. provides data maintenance services related to NMS image
management system.  Information related to the Company's reportable segments
for the three months ended March 31, 2001 is as follows:

                                                     Working
                                            NMS      Knowledge, Inc.     Total

Revenues                           $     166,000   $     109,000   $   275,000

Cost of services                          70,000          47,000       117,000
General and
 administrative                          498,000          40,000       538,000
Research and
 development                              91,000                        91,000

Operating (loss)
income                             $    (493,000)  $      22,000   $
(471,000)

Total assets                       $   1,154,000   $     330,000   $ 1,484,000



Prior to acquisition of Working Knowledge, Inc., in April 2000, the Company
operated within one business segment.

Amortization and depreciation expense amounted to $27,000 and $8,000 for
NMS and Working Knowledge, Inc., respectively.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with our
financial statements and accompanying notes appearing elsewhere in this Form
10-QSB.

Results of Operations

Three months ended March 31, 2001 compared to three months ended March 31,
2000.

The acquisition of Working Knowledge, Inc. as of April 1, 2000 contributed a
significant amount of  revenues  to the consolidated operation of NMXS.com,
Inc. for the three months ended March 31, 2001.  No such revenue existed for
the  three months ended March 31, 2000.

Total revenues for the three months ended March 31, 2001  increased 164% to
$275,000 as compared to $104,000 for the three months ended March 31, 2000.
Working Knowledge, Inc. contributed $109,000 of the consolidated $275,000
revenues for the three months ended March 31, 2001.  The operations of Working
Knowledge, Inc. provides services which are necessary to enter and maintain
the customer's data on our system.  The operations of the Company without
Working Knowledge, Inc. resulted in an increase in revenues of $62,000 for the
three months ended March 31, 2001 as compared to the three months ended March
31, 2000.  This 60% increase in revenues is the result of an increased number
of products and customers.

Total operating costs and expenses for the Company have increased  4% to
$746,000 for the three months ended March 31, 2001 as compared to $719,000 for
the three months ended March 31, 2000.This increase in operating costs
included Working Knowledge, Inc. operating costs of approximately $87,000.
Therefore, operating costs and expenses, excluding Working Knowledge, Inc.,
for the three months ended March 31, 2001 actually decreased approximately
$60,000 as compared to the same period in 2000.

The decrease in operating costs and expenses is the result of various cost-
cutting measures  implemented by the Company, primarily in the area of
personnel costs, which included top management.  Total staff, excluding
Working Knowledge, Inc, has been decreased from 22 employees to 17 employees.
Advertising expense and travel expense were also areas in which major cost
savings were achieved, with decreases of  $30,000 and $19,000, respectively.
The cost of issuing stock options, which is included in general and
administrative expense, decreased 44% to $89,000 for the three months ended
March 31, 2001 as compared to the $160,000 for the three months ended March
31, 2000.  A loan guarantee fee of approximately $68,000 has been  included in
operating expenses for the three months ended March 31, 2001.

Total research & development expenses increased 15% to $91,000 for the three
months ended March 31, 2001 as compared to $79,000 for the three months ended
March 31, 2000.  This is indicative of the Company's continuing effort to
diversify, developing products which will allow the Company to penetrate
additional markets and continue to develop a profitable business presence.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2001

The Company has no material commitments for capital expenditures as of March
31, 2001.

Operating activities for the three months ended March 31, 2001 resulted in a
net cash decrease of $331,000.  We had a net loss for the three months of
$471,000.  This was adjusted for non-cash items of $567,000 and changes in
current assets and liabilities which resulted in a decrease of $427,000.

The Company acquired an investment in the common stock of Manhattan
Scientifics, Inc., one of our principal shareholders, in exchange for the
issuance of 1,500,000 warrants.  That investment was utilized as payment of an
initial fee to a firm which will provide consulting and public relation
services to the Company.

During the three months ended March 31, 2001, we obtained financing for a
working capital credit line of  $350,000.  As of March 31, 2001, we had
borrowed approximately $331,000 of this total.

Cash requirements for the twelve months ended March 31, 2002 will be largely
dependent on our success in selling our products and services.  We estimate
that our research and development, marketing,  support for existing sites and
administrative expenses necessary to support our operation will require
approximately $1,700,000.  We have entered into a pilot test program for
medical imaging technology which we believe will contribute to additional
revenues and provide market expansion for the remainder of 2001.  We estimate
that future revenues from contracts currently in place as well as new
contracts and   collection of receivables of approximately $381,000, together
with anticipated financing, will provide the necessary cash  to meet our
requirements.

Should our projected revenues not be achieved, we may be required to further
reduce our expenses and possibly restrict or eliminate planned product
development and marketing. There is no assurance that additional financing
will be available to us.  This could  hamper  potential business opportunities
or the Company's response to competitive pressures.  Should these situations
occur, they could have a material adverse affect to our operations and
financial condition.

FORWARD-LOOKING STATEMENTS

     This report contains statements that plan for or anticipate the future.
Forward-looking statements include statements about the future of operations
involving the management of large volumes of media or digital material,
statements about our future business plans and strategies, and most other
statements that are not historical in nature. In this report forward-looking
statements are generally identified by the words "anticipate," "plan,"
"believe," "expect," "estimate," and the like. Although we believe that any
forward-looking statements we make in this report are reasonable, because
forward-looking statements involve future risks and uncertainties, there are
factors that could cause actual results to differ materially from those
expressed or implied. For example, a few of the uncertainties that could
affect the accuracy of forward-looking statements include the following:

     **  Rapid changes in technology relating to the Internet;

     **  the continued growth and use of the Internet;

     **  changes in government regulations

     **  changes in our business strategies;

     **  market acceptance of our products;

     **  hardware failure of a catastrophic proportion;

     ** difficulty recruiting and retaining staff of sufficient technical
        caliber to provide adequate and on-going customer support and
        product maintenance and development;

     ** failure to successfully market our products through the Internet and
        company representatives; and

     ** catastrophic and universal hardware failure.

     In light of the significant uncertainties inherent in the forward-looking
statements made in this report, particularly in view of our early stage of
development, the inclusion of this information should not be regarded as a
representation by us or any other person that our objectives and plans will be
achieved.

                      PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         Not applicable.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     During the quarter ended March 31, 2001, the following securities were
sold by us without registering the securities under the Securities Act:


** In February, 2001 we issued 250,000 shares of our common stock to Murray W.
Kelly for furnishing a letter of credit in connection with increasing our line
of credit from $50,000 to $300,000. Mr. Kelly is believed by the Company to be
an accredited investor as defined in Rule 501(a) of Regulation D. The shares
were issued without registration under the Securities Act by reason of the
exemption from registration afforded by the provisions of Section 4(2), as a
transaction by an issuer not involving any public offering. No form of general
solicitation was used in connection with such issuance. The stock certificate
received by Mr. Kelly contained a restrictive legend pursuant to Rule 144. No
underwriting discounts or commissions were paid in connection with this
issuance.

** In March, 2001 we issued warrants to Manhattan Scientifics, Inc., one
of our principal shareholders, to purchase 150,000 shares of our common
stock at an exercise price of $0.50 per share. The warrants are
exercisable for a period of five years commencing one year from the date of
issuance. The warrants were issued in consideration of Manhattan Scientifics
furnishing the initial fee payable under the agreement with Stockbroker
Associates Corporation. The warrants were issued without registration under
the Securities Act by reason of the exemption from registration afforded by
the provisions of Section 4(2), as a transaction by an issuer not involving
any public offering. No form of general solicitation was used in connection
with such issuance. The warrant certificate received by the named entity
contained a restrictive legend pursuant to Rule 144. No underwriting
discounts or commissions were paid in connection with this issuance. The
party representing this entity was believed by management to be sophisticated
at the time of issuance and was furnished the kind of information normally
provided in a prospectus.

** In March 2001 we granted 60,000 options to one of our directors, Scott Bach,
under our stock option plan for services provided as a member of the Board of
Directors. Mr. Bach is an accredited investor as defined in Rule 501(a) of
Regulation D. The options were granted without registration under the
Securities Act by reason of the exemption from registration afforded by the
provisions of Section 4(2), as a transaction by an issuer not involving any
public offering. No 7 form of general solicitation was used in connection
with such grant. No underwriting discounts or commissions were paid in
connection with this grant.

** During the year ended December 31, 2000, lease payments for our office space
in Albuquerque, New Mexico, in the amount of $47,000 and improvements of
approximately $28,000 were provided through the payment of 75,000 shares of
our common stock to the landlord by Richard Govatski, our president, a
director, and a principal shareholder. In March 2001 we issued 75,000
shares to Mr. Govatski as reimbursement for this transaction. Mr. Govatski is
an accredited investor as defined in Rule 501(a) of Regulation D. The shares
were granted without registration under the Securities Act by reason of the
exemption from registration afforded by the provisions of Section 4(2), as
a transaction by an issuer not involving any public offering. No form of
general solicitation was used in connection with such grant. No underwriting
discounts or commissions were paid in connection with this grant.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         Not applicable.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION

On May 10, 2001, Marc Orchant, our vice-president of marketing, resigned.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits. No exhibits are attached to this report.

     (b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarter ended March 31, 2001.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                    NMXS.com, INC.

Date: May 15, 2001           By /s/ Richard Govatski
                                    ----------------
                                    Richard Govatski
                                    President

Date: May 15, 2001           By /s/ Teresa Dickey
                                    ----------------
                                    Teresa Dickey
                                    Principal Financial Officer