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


                                FORM 10-QSB


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

     For the quarter ended September 30, 2002

     [ ]  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 November 12, 2002,
there were 24,457,726 shares of the Registrant's Common Stock outstanding.

<PAGE>
                                      PART I
                               FINANCIAL INFORMATION

                           ITEM 1.  FINANCIAL STATEMENTS

                          NMXS.com, Inc. AND SUBSIDIARIES
                            Consolidated Balance Sheet
                                    Unaudited
<TABLE>
<CAPTION>
                                                                      September 30, 2002
                                                                        -------------
<S>                                                                     <C>
                                     ASSETS
Current assets:
  Cash and cash equivalents                                             $   148,000
  Restricted cash                                                            43,000
  Accounts receivable, less allowance for doubtful accounts of $44,000      675,000
  Prepaid expenses and other assets                                          19,000
  Officer advances                                                           55,000
                                                                         ----------
     Total current assets                                                   940,000

Furniture, equipment and improvements - net                                 242,000
Other deposits                                                               39,000
Goodwill - net                                                               97,000
                                                                         ----------
                                                                        $ 1,318,000
                                                                         ==========

                                    LIABILITIES
Current liabilities:
  Accounts payable                                                      $   278,000
  Accrued expenses                                                          279,000
  Deferred revenue                                                           11,000
  Notes payable                                                             350,000
                                                                         ----------
     Total current liabilities                                              918,000

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; 24,457,726 shares issued
     and outstanding                                                         24,000
Additional paid-in capital                                                8,165,000
Accumulated deficit                                                      (7,789,000)
                                                                         ----------
     Total stockholders' equity                                             400,000
                                                                         ----------
                                                                         $1,318,000
                                                                         ==========
</TABLE>
    The accompanying notes are an integral part of these financial statements

                                       2
<PAGE>

                       NMXS.com, INC. AND SUBSIDIARIES
                    Consolidated Statements of Operations
                                  Unaudited
<TABLE>
<CAPTION>
                                              Three Months Ended
                                                 September 30,
                                          --------------------------
                                             2002           2001
                                          -----------    -----------
<S>                                       <C>            <C>
Revenues:
  Software maintenance                    $     1,000    $   116,000
  Custom programming                           65,000        204,000
  License fees                                 13,000         41,000
  Scanning services and other                 133,000         46,000
                                           ----------     ----------
                                          $   212,000    $   407,000
                                           ----------     ----------
Operating costs and expenses:
  Cost of services                            181,000        176,000
  General and administrative                  268,000        676,000
  Research and development                     44,000         32,000
                                           ----------     ----------
     Total operating costs
     And expenses                             493,000        884,000
                                           ----------     ----------
Other income (expense):
  Interest income                                   0          1,000
  Interest expense                            (13,000)        (9,000)
                                           ----------     ----------

Net comprehensive income/(loss)           $  (294,000)   $  (485,000)
                                           ==========     ==========
Basic and diluted loss per share:
  Weighted average number of
   Common shares outstanding               23,351,000     21,805,000
                                           ==========     ==========
Basic and diluted loss per
  Share                                      $  (0.01)      $  (0.02)
                                              =======        =======
</TABLE>
The accompanying notes are an integral part of these financial statements

                                   3
<PAGE>

                       NMXS.com, INC. AND SUBSIDIARIES
                    Consolidated Statements of Operations
                                  Unaudited
<TABLE>
<CAPTION>
                                              Nine Months Ended
                                                 September 30,
                                          --------------------------
                                             2002           2001
                                          -----------    -----------
<S>                                       <C>            <C>
Revenues:
  Software maintenance                    $   263,000    $   300,000
  Custom programming                           99,000        393,000
  License fees                                924,000        161,000
  Scanning services and other                 202,000        144,000
                                           ----------     ----------
                                            1,488,000        998,000
                                           ----------     ----------
Operating costs and expenses:
  Cost of services                            423,000        464,000
  General and administrative                1,124,000      2,174,000
  Research and development                    137,000        220,000
                                           ----------     ----------
     Total operating costs
     And expenses                           1,684,000      2,858,000
                                           ----------     ----------
Other income (expense):
  Interest income                               1,000          4,000
  Interest expense                            (27,000)       (26,000)
  Loss on disposal fixed assets               (25,000)             0
                                           ----------     ----------
Net comprehensive income/(loss)           $  (247,000)    (1,882,000)
                                           ==========     ==========
Basic and diluted loss per share:
  Weighted average number of
   Common shares outstanding               22,825,000     21,335,000
                                           ==========     ==========
Basic and diluted loss per
  Share                                      $  (0.01)      $  (0.09)
                                              =======        =======
</TABLE>
The accompanying notes are an integral part of these financial statements

                                   4
<PAGE>

                             NMXS.com, INC. AND SUBSIDIARIES
                          Consolidated Statements of Cash Flows
                                        Unaudited
<TABLE>
<CAPTION>
                                                            Nine Months Ended September 30,
                                                             ---------------------------
                                                                 2002           2001
                                                              ----------     ----------
<S>                                                          <C>            <C>
Cash flows from operating activities:
  Net comprehensive income/(loss)                            $  (247,000)   $(1,882,000)
   Adjustments to reconcile net income (loss) to net cash
    used in operating activities:
     Common stock issued for salaries                            108,000
     Common stock issued for services                            205,000        623,000
     Stock options issued for services                           156,000        427,000
     Consulting fee paid by exchange for investment                             225,000
     Depreciation                                                 74,000         78,000
     Amortization of goodwill                                                    22,000
     Loss of Disposal Fixed Assets                                25,000
     Changes in:
       Restricted Cash                                            (1,000)        (1,000)
       Accounts receivable                                      (206,000)      (335,000)
       Estimated earnings in excess of billings on
        uncompleted contracts                                     18,000        122,000
       Prepaid expenses and other assets                          31,000          3,000
       Officer advances                                          (23,000)        18,000
       Security deposits                                                          4,000
       Accounts payable                                          249,000        125,000
       Accrued expenses                                          (45,000)        14,000
       Deferred revenue                                         (413,000)       147,000
                                                              ----------     ----------
         Net cash (used) in operating activities                 (69,000)      (410,000)
                                                              ----------     ----------
Cash flows from investing activities:
  Acquisition of fixed assets                                     (6,000)
  Other deposits                                                   5,000        (13,000)
                                                              ----------     ----------
         Net cash (used) by investing activities                  (1,000)       (13,000)
                                                              ----------     ----------
Cash flows from financing activities:
  Proceeds from note payable                                      63,000        353,000
  Payment of note payable                                        (50,000)       (50,000)
  Net proceeds from issuance of common stock                     148,000        115,000
                                                              ----------     ----------
         Net cash provided by financing activities               161,000        418,000
                                                              ----------     ----------
Net (decrease) increase in cash and cash equivalents              91,000         (5,000)
Cash and cash equivalents, beginning of period                    57,000         14,000
                                                              ----------     ----------
Cash and cash equivalents, end of period                     $   148,000    $     9,000
                                                              ==========     ==========

Supplemental disclosure of cash flow information:
  Interest paid                                              $    36,000    $    26,000

Supplemental disclosures of noncash investing and
 financing activities:
  Disposal of fixed asset and corresponding reduction
   in accounts payable                                       $   327,000
  Common shares issuable for leasehold improvements and
   prepaid rent                                                                  62,000
  Acquisition of Investment                                                    (225,000)
  Disposition of Investment                                                     225,000
</TABLE>
       The accompanying notes are an integral part of these financial statements

                                          5
<PAGE>

                        NMXS.com, Inc. and Subsidiaries
                 Footnotes to Consolidated Financial Statements
                               September 30, 2002

NOTE A - ORGANIZATION AND OPERATIONS

     The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim information and with the
instructions to Form 10-QSB and Regulation S-B.  Accordingly, they do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial
statements.  In the opinion of management, all adjustments consisting of normal
and recurring nature considered necessary for a fair presentation have been
included.  Results of operations for the nine-month period ended September 30,
2002, may not necessarily be indicative of the results that may be expected for
the year ended December 31, 2002.  For further information, refer to the
Company's consolidated financial statements and footnotes thereto included on
the Form 10-KSB/A-1 for the year ended December 31, 2001.

     The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
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 sustain profitability and generate positive cash
flow.  During 2002, the Company anticipates increasing revenues and continuing
to monitor their expenses primarily in the area of compensation.  The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty to continue as a going concern.


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]  Per share data:

     The basic and diluted per share data has been computed on the basis of
the net income (loss) available to common stockholders for the period divided
by the historic weighted average number of shares of common stock.  All
potentially dilutive securities have been excluded from the computations
since they would be antidilutive, however, these dilutive securities could
potentially dilute earnings per share in the future.

                                       6
<PAGE>

                        NMXS.com, Inc. and Subsidiaries
                 Footnotes to Consolidated Financial Statements
                               September 30, 2002

[3]  Advertising expenses:

     The Company expenses advertising costs which consist primarily of
direct mailings, promotional items and print media, as incurred.  Advertising
expenses amounted to $3000 and $2,000 for the three months ended September 30,
2002 and 2001, respectively.  Advertising expenses were $14,000 and $18,000
for the nine months ended September 30, 2002 and 2001, respectively.

[4]  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 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.

[5]  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 No. 25, "Accounting for Stock Issued to Employees"
("APB 25") but disclose the pro forma effects on net loss had the fair
value of the options and warrants been expensed.  The Company has elected
to apply APB 25 in accounting for grants to employees under its stock
based incentive plans.  Equity instruments issued to non-employees are
measured based on their fair values.

[6]  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
September 30, 2002, the Company has a prepaid rent asset of $10,000.

[7]  Goodwill:

     The Financial Accounting Standards Board ("FASB") recently issued
Statements of Financial Accounting Standards Nos. 141 "Business
Combinations", 142 "Goodwill and Other Intangible Assets" and 144
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS
141", "SFAS 142" and "SFAS 144").  All of these pronouncements became
effective for fiscal years beginning after December 31, 2001.  Under
SFAS 141, a company must use the purchase method of accounting for all
business acquisitions.  SFAS 142 requires a company to periodically
evaluate for impairment (as opposed to amortize) goodwill and
intangible assets.

                                       7
<PAGE>

                        NMXS.com, Inc. and Subsidiaries
                 Footnotes to Consolidated Financial Statements
                               September 30, 2002

     Goodwill resulting from the acquisition of Working Knowledge, Inc.,
accounted for as a purchase, was being amortized on a straight-line basis
over 5 years until December 31, 2001 when the Company adopted SFAS No. 142
effective January 1, 2002 and as such, will test the goodwill balance for
impairment at least on an annual basis.  Such analysis will be based upon
the expected future cash flows of Working Knowledge, Inc.

     Amortization of $22,000 has been included in general and administrative
expenses for the nine months ended September 30, 2001.

     SFAS 144 supercedes SFAS 121.  Management does not expect SFAS 144
to have a material impact on the consolidated financial statements.


NOTE C - FURNITURE, EQUIPMENT, AND IMPROVEMENTS

     Furniture, equipment, and improvements as of September 30, 2002 consists
of the following:

     Computers                            $ 288,000
     Furniture, fixtures and equipment      143,000
     Leasehold improvements                  83,000
                                           --------
                                            514,000
     Accumulated depreciation               272,000
                                           --------
                                          $ 242,000
                                           ========

NOTE D - NOTE PAYABLE

	As of September 30, 2002, the Company had a $37,000 promissory note
payable to a financial institution due upon demand.  In October 2002 this
note was paid in full.+

          During January 2001, the Company borrowed $300,000.  The loan is
collateralized by substantially all of the Company's assets and personally
guaranteed by an officer of the Company.  Additional collateral was
provided by a letter of credit issued by a then unrelated third party.
The letter of credit expired on January 19, 2002.  The note principal was
originally due on July 24, 2001 and was extended to January 24, 2002,
together with interest at a variable rate of 8.0%.  The note was renewed
with a due date of July 24, 2002 at a current interest rate of 7%.  On
July 24, 2002, the Company paid $50,000 of principal and $10,525 of interest.
The remaining $250,000 of principal was extended to October 24, 2002 at a
current interest rate of 7%.  On October 24, 2002 the Company paid $25,000
of principal and $4,555 of interest.  The remaining $225,000 of principal
was extended until April 24, 2003 at a current interest rate of 7%.

     During the three months ended June 30, 2002, the Company borrowed
$63,000 via two promissory notes from two of the Company's shareholders.  One
is due upon demand and the other is a convertible payable due in one year.

                                       8
<PAGE>

                        NMXS.com, Inc. and Subsidiaries
                 Footnotes to Consolidated Financial Statements
                               September 30, 2002

NOTE E - CAPITAL TRANSACTIONS

Common stock:

     During the nine months ended September 30, 2002, the Company effected
the following stock transactions:

     During February, the Company compensated four employees in the form
of the Company's common stock as additional compensation.  The Company
issued 42,349 shares of its common stock to these employees, and
approximately $15,000 is included in the statement of operations for the
three months ended March 31, 2002.

     The Company issued 51,443 shares, including 21,946 shares which had
been issuable at December 31, 2001, for legal expenses and sales commission
advances.  A total of 13,512 shares for legal expenses are shown as
issuable at March 31, 2002.  In addition, 227,941 shares are shown as
issuable as payment for consulting services rendered during 2001.

     The Company issued 574,509 shares for legal and consulting services
during the three months ended June 30, 2002, 256,853 of which were shown
as issuable at March 31, 2002.  Approximately $91,000 of expense is included
in the statement of operations for the three months ended June 30, 2002.
No shares are shown as issuable at June 30, 2002.

     During April, the Company compensated five employees in the form of
the Company's common stock as a severance package.  A total of 34,422 shares
were issued to these employees, and approximately $13,000 was included in the
statement of operations for the three months ended June 30, 2002.

     During April and May, the Company compensated all its employees in the
form of the Company's common stock in lieu of payroll.  A total of 148,082
shares of the Company's common stock were issued to these employees, and
approximately $53,000 was included in the statement of operations for the
three months ended June 30, 2002.

     During the three months ended September 30, 2002, the Company issued
103,304 shares for legal and consulting services.  Approximately $18,000 was
included in the statement of operations for that period.

     In July, the Company compensated all its employees in the form of the
Company's common stock in lieu of payroll.  A total of 122,316 shares were
issued to these employees, and approximately $27,000 was included in the
statement of operations for the three months ended September 30, 2002.

     In September, the Company sold 1,346,545 shares of its common stock for
$148,000.

Warrants:

     In September, the Company issued 1,346,545 warrants in conjunction with
the sale of the 1,346,545 shares above at the rate of one warrant for each
common share.  The warrants have an exercise price of $0.21 per share and
a seven year contractual life from date of issuance.  The fair value of the
warrants has been estimated on the date of grant using the Black-Scholes
option pricing model.  The weighted average fair value of these warrants
was $0.17.  The following assumptions were used in computing the fair value
of these warrants:  weighted average risk-free interest rate of 4.05%, zero
dividend yield, volatility of the Company's common stock of 122% and an
expected life of the warrants of seven years.  Approximately $2,000 of expense
was included in the statement of operations for the three months ended
September 30, 2002.

Stock options:

     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 September 30, 2002 are as follows:
<TABLE>
<CAPTION>
                Options Outstanding                     Options  Exercisable
----------------------------------------------------   ----------------------
                               Weighted
                                Average     Weighted                 Weighted
                               Remaining    Average                  Average
  Exercise        Number      Contractual   Exercise     Number      Exercise
   Prices       Outstanding      Life        Price     Exercisable    Price
-------------   -----------   -----------   --------   -----------   --------
<S>              <C>            <C>          <C>         <C>          <C>
$0.17 - $0.30       97,000       9.83        $0.17             0      $0.00
$0.31 - $0.50    1,215,000       8.66        $0.38        60,000      $0.31
$0.54 - $0.83      790,000       3.45        $0.71       330,000      $0.72
$1.25 - $2.13      460,000       7.54        $1.66       361,000      $1.75
</TABLE>
                                       9
<PAGE>

                        NMXS.com, Inc. and Subsidiaries
                 Footnotes to Consolidated Financial Statements
                               September 30, 2002

                Summary of Options Granted and Outstanding:
<TABLE>
<CAPTION>
                                                 Nine Months Ended September 30,
                                                   2002                  2001
                                            -------------------   -------------------
                                                       Weighted              Weighted
                                                       Average               Average
                                                       Exercise              Exercise
                                             Shares     Price      Shares     Price
                                            ---------  --------   ---------  --------
     <S>                                    <C>        <C>        <C>        <C>
     Options:
       Outstanding at beginning of year     2,202,000   $0.77     1,593,000   $1.33
       Granted                                353,000    0.29     1,088,000    0.48
       Cancelled                               (2,000)   1.25      (615,000)   1.42
                                            ---------             ---------
       Outstanding at end of period         2,553,000   $0.63     2,066,000   $0.59
</TABLE>
     During the nine months ended September 30, 2002 the Company granted the
following stock options:

     In January 2002, the Company granted 53,000 stock options to employees
with an exercise price of $.34, 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
$.34.  The following assumptions were used in computing the fair value of
these option grants:  weighted average risk-free interest rate of 5.04%,
zero dividend yield, volatility of the Company's common stock of 222% and an
expected life of the options of ten years.

     During January 2002, the Company granted 3,000 stock options for outside
consulting services with an exercise price of $.34, 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 $.34. The following assumptions were used in computing the
fair value of these option grants:  weighted average risk-free interest rate
of 5.04%, zero dividend yield, volatility of the Company's common stock of
222% and an expected life of the options of ten years.

     During February 2002, the Company granted 200,000 stock options to an
employee with an exercise price of $.34, 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

                                      10
<PAGE>

                        NMXS.com, Inc. and Subsidiaries
                 Footnotes to Consolidated Financial Statements
                               September 30, 2002

pricing model.  The weighted average fair value of these options was $.34.
The following assumptions were used in computing the fair value of these option
grants:  weighted average risk-free interest rate of 4.91%, zero dividend
yield, volatility of the Company's common stock of 222% and an expected life
of the options of ten years.

     In August 2002, the Company granted 103,125 stock options to an employee
with an exercise price of $0.17, equal to the fair value of the common stock,
with a contractual life of ten years and a 21 month vesting period.  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 $0.16.  The following assumptions were used in computing
the fair value of these option grants:  weighted average risk-free interest rate
of 4.42%, zero dividend yield, volatility of the Company's common stock of
122%, and an expected life of the options of ten years.

     The following table summarizes the pro forma operating results of the
Company for the three months ended September 30, 2002 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 income available to common stockholders     $(347,000)
     Pro forma basic and diluted loss per share                     (.01)

    The following table summarizes the pro forma operating results of the
Company for the nine months ended September 30, 2002 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       $(406,000)
     Pro forma basic and diluted loss per share                     (.02)

     As of September 30, 2002, the Company has reserved 6,045,000 shares of its
common stock for issuance upon exercise of stock options and warrants.


NOTE F - INCOME TAXES

     The Company accounts for income taxes using the liability method, under
which deferred tax liabilities and assets are determined based on the
difference between the financial statement carrying amounts and the tax
bases of assets and liabilities using enacted tax rates in effect in the
years in which the differences are expected to reverse.

     As of September 30, 2002, the Company had net operating loss carryforwards
of approximately $4,000,000, which expire in varying amounts between 2016
and 2021.  Realization of this potential future tax benefit is dependent
on generating sufficient taxable income prior to expiration of the loss
carryforward.  The deferred tax asset related to this potential future tax
benefit has been offset by a valuation allowance in the same amount.  The
amount of the deferred tax asset ultimately realizable could be increased
in the near term if estimates of future taxable income during the carryforward
period are revised.


NOTE G - MAJOR CUSTOMERS

     During the nine months ended September 30, 2002, three customers accounted
for 47%, 11%, and 9% of the Company's revenue.  During the nine months
ended September 30, 2001, two customers accounted for 18% and 15% of the
Company's revenue.

     During the three months ended September 30, 2002, three customers accounted
for 23%, 18%, and 15% of the Company's revenue.  During the three months ended
September 30, 2001, two customers accounted for 27% and 21% of the Company's
revenue.

     As of September 30, 2002, balances due from two customers comprised 70% and
8% of total accounts receivable.  As of September 30, 2001, balances due from
three customers comprised 19%, 17% and 16% of total accounts receivable.

                                      11
<PAGE>

                        NMXS.com, Inc. and Subsidiaries
                 Footnotes to Consolidated Financial Statements
                              September 30, 2002

NOTE H - REPORTABLE SEGMENTS

     Management has identified the Company's reportable segments based on
separate legal entities.  NMS derives revenues from the development and
marketing proprietary internet technology-based software and WKI provides
data maintenance services related to NMS digital asset management system.

Information related to the Company's reportable segments for the three months
ended September 30, 2002 is as follows:
<TABLE>
<CAPTION>
                                                      Working
                                        NMS       Knowledge, Inc.      Total
                                    -----------   ---------------   -----------
     <S>                            <C>            <C>              <C>
     Revenue                        $   199,000    $    13,000      $   212,000

     Cost of services                   173,000          8,000          181,000
     General and administrative         231,000         37,000          268,000
     Research and development            44,000                          44,000
                                     ----------     ----------       ----------
     Operating (loss) income        $  (249,000)   $   (32,000)     $  (281,000)
                                     ==========     ==========       ==========
</TABLE>
     A reconciliation of the segments' operating loss to the consolidated
net loss/comprehensive loss is as follows:

     Segments' operating income                   $(281,000)
     Other income (expense)                         (13,000)
                                                   --------
     Consolidated net income                      $(294,000)
                                                   ========

     Amortization and depreciation expense amounted to $18,000 and $6,000
for NMS and WKI, respectively.  Also, total fixed asset additions amounted to
$3,000 and $0 for NMS and WKI, respectively.

Information related to the Company's reportable segments for the nine months
ended September 30, 2002 is as follows:
<TABLE>
<CAPTION>
                                                      Working
                                        NMS       Knowledge, Inc.      Total
                                    -----------   ---------------   -----------
     <S>                            <C>            <C>              <C>
     Revenue                        $ 1,442,000    $    46,000      $ 1,488,000

     Cost of services                   389,000         34,000          423,000
     General and administrative       1,003,000        121,000        1,124,000
     Research and development           137,000                         137,000
                                     ----------     ----------       ----------
     Operating (loss) income        $   (87,000)   $  (109,000)     $  (196,000)
                                     ==========     ==========       ==========

     Total assets                   $ 1,180,000    $   138,000      $ 1,318,000
</TABLE>
     A reconciliation of the segments' operating loss to the consolidated
net loss/comprehensive loss is as follows:

     Segments' operating income                   $(196,000)
     Other income (expense)                         (51,000)
                                                   --------
     Consolidated net income                      $(247,000)
                                                   ========

     Amortization and depreciation expense amounted to $55,000 and $19,000
for NMS and WKI, respectively.  Also, total fixed asset additions amounted to
$6,000 and $0 for NMS and WKI, respectively, while fixed asset disposals
amounted to $342,000 and $0 for NMS and WKI, respectively.

                                      12
<PAGE>
             ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND PLAN OF OPERATIONS.

OVERVIEW

     NMXS.com, Inc. (the "Company") is a leading provider of digital asset
management solutions.  The Company provides full ASP services for content
owners to better manage the digital life cycle of intellectual property
which includes digitizing, encoding, storing, managing, licensing, and
distributing digital files in government, medical, entertainment, and IT
markets.  The Company's core product, AssetWare, is an enterprise-level
platform that manages digital assets, which is anything digital that a
company or organization would consider an asset.  It manages assets by
creating catalogs, or groups of assets, catalog hierarchies, users, user
groups, and user permissions.  The assets are managed by the Company's
Freedom database that maintains both the membership of the asset in a
catalog, or catalogs, and information about the asset.  AssetWare's main
user interface is a web browser, which makes it accessible and more
intuitive to a greater number of users.  AssetWare can be run on Solaris,
IBM, Windows, or Linux operating systems.

     During the third quarter the Company's engineers upgraded its
customized technology which will permit the installation of a high-speed
6Ghz "Triage" data cluster.  This will provide increased speed, redundancy,
failover capability, and load balancing to the Company's AssetWare
enterprise database.  The new system will also help balance image and data
processing server side loads.  Management believes this upgrade is a normal
part of the business of the Company and will allow the Company to remain
competitive in this industry.  The Company has begun offering this upgrade
to its software.  However, management is unable to assess the specific
effect, if any, this new technology will have on the business of the
Company or on future revenue generated from the sale of the AssetWare
software.

     AssetWare is offered in a number of configurations, including the
following:  AssetWare-hosted model; AssetWare-licensed model; AssetWare-
E-commerce module; AssetWare-For Kiosks; AssetWare-Workgroup; AssetWare-Rapid
Deployment; AssetWare-For Government; and AssetWare-Source Code API.  The
Company also now offers two lower-end versions of AssetWare called DoorS to
smaller users providing a concurrent user system for from 25 to 100
concurrent users.

     During the third quarter, the Company finalized the arrangements to
preload its Linux-based DoorS digital filing cabinet software, formerly
available only on the Company's AssetWare enterprise software, on Toshiba's
Magnia SG20 and Z series servers.  Management believes this arrangement is
designed to appeal to small business and consumers who desire to organize,
store, find, and manage information at a reasonable cost.  Management is
unable to determine at this time the effect, if any, this will have on the
business of the Company.

     Also during the third quarter the Company entered into a hosting
contract with Tivix, Inc., a Santa Monica, California, based company with
digital asset management system software similar to AssetWare and DoorS
software, to begin servicing Tivix's customers.  The Company has
transitioned

                                      13
<PAGE>

the Tivix customer base to the Company's facility in Albuquerque, New
Mexico, for hosting.  Management does not believe this contract will have
a material impact on the business of the Company.

     Through the third quarter of 2001 the Company's focus was on research
and development and testing of the Company's software.  Beginning in the
fourth quarter of 2001 the Company commenced production and marketing of
AssetWare.  Although the Company continues to perform research and
development, these activities are currently limited to upgrading the
existing product, creating new features requested by clients, and matching
the product to various OEM hardware.  Also, since the core product is now
available for mass distribution, the Company intends to reduce the amount
of custom programming previously performed and focus on marketing the
Company's core products.

     The Company presently realizes revenues from four sources:
(i) software maintenance; (ii) custom programming; (iii) license fees; and
(iv) scanning and related services.  Two of these revenue streams, license
fees and software maintenance, are directly related.  With each sale of the
Company's products, the end user enters into a license agreement for which
an initial license fee is paid.  The license agreement also provides that
in order to continue the license, the licensee must pay an annual software
maintenance fee for which the party receives access to product upgrades and
bug fixes or product patches.  Management is in the process of
standardizing the license fees on its products and also establishing a
standard maintenance fee based on a fixed percentage of the initial license
fee.  In the past, license and maintenance fees were established on an
individual client basis.  The Company is currently in the second year of
several of these initial license agreements which accounts for the increase
in revenue generated from software maintenance.  Management anticipates
that this source of revenue will continue to increase as more products are
sold.  During the initial stage of product development, the Company focused
more on custom programming for clients and, with the completion of the
Company's core product, will perform less customized services, which could
result in a continued decline in this source of revenue.  Scanning services
are performed by Working Knowledge at its site in Santa Monica, California.
With management's focus on marketing the Company's core products, less
attention has been devoted to developing this segment of the Company's
business.  Management anticipates that these services will be reserved in
the future primarily for customers of the Company's core products, although
revenue could be generated from unsolicited customers.

     Cost of services consist primarily of engineering salaries and
supplies, and compensation-related expenses, as well as hardware purchases
and equipment rental.  General and administrative expenses consist
primarily of salaries and benefits of personnel responsible for business
development and operating activities, and include corporate overhead
expenses.  Corporate overhead expenses relate to salaries and benefits of
personnel responsible for corporate activities, including acquisitions,
administrative, and reporting responsibilities.  The Company records these
expenses when incurred.

CRITICAL ACCOUNTING POLICIES

     The discussion and analysis of our financial condition and results of
operations are based upon the Company's consolidated financial statements,
which have been prepared in accordance with

                                      14
<PAGE>

accounting principles generally accepted in the United States of America.
The preparation of these financial statements requires the Company to make
estimates and judgments that affect the reported amount of assets and
liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities at the date of the Company's financial statements.
Actual results may differ from these estimates under different assumptions
or conditions.

     Critical accounting policies are defined as those that are reflective
of significant judgments and uncertainties, and potentially result in
materially different results under different assumptions and conditions.
The Company believes that there are no critical accounting policies which
would have a material impact on its financial presentation.

     Notwithstanding the foregoing, the Company recognizes revenue from
sales of proprietary software which do not require further commitment from
the Company upon shipment.  During the first nine months of this fiscal
year the Company shipped software under a contract with Physicians
Telehealth Network ("PTN") and recognized $500,000 in license fees from the
sale.  The agreement with PTN provides for the licensing of the technology
for $500,000, which amount was recorded as income during the first nine
months of this fiscal year; however, as of the date of filing this report,
none of the proceeds from this sale had been received from PTM.

NINE MONTHS ENDED SEPTEMBER 30, 2002, COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 2001

     A summary of operating results for the nine months ended September 30,
2002 and 2001 is as follows:

                                      2002                     2001
                                            % of                     % of
                                 Amount    Revenue       Amount     Revenue
                               ----------  -------     ----------   -------
     Revenues                  $1,488,000     100%    $   998,000      100%
     Cost of services             423,000    28.4%        464,000     46.5%
                                ---------              ----------
     Gross profit               1,065,000    71.6%        534,000     53.5%
                                ---------              ----------
     General & administrative   1,124,000    75.5%      2,174,000    217.8%
     Research & development       137,000     9.2%        220,000     22.0%
                                ---------              ----------
                                1,375,000    92.4%      2,394,000    239.9%
                                ---------              ----------
     Other income (expense)       (51,000)  (3.4)%        (22,000)   (2.2)%
                                ---------              ----------
     Net income (loss)         $ (247,000) (16.6)%    $(1,882,000) (188.6)%
                                =========              ==========

                                      15
<PAGE>

                                      2002                     2001
     Earnings (loss) per share:      $(0.01)                  $(0.09)

     Revenues.  Total revenues increased 49%, or $490,000, for the nine
months ended September 30, 2002, as compared to the same period in the
prior year (the "comparable prior year period").  These revenues were
generated from the following four revenue streams:

     *    Revenues generated by software maintenance decreased 12.3%, or
          $37,000, for the first nine months ended September 30, 2002, as
          compared to the comparable prior year period.  In particular,
          revenue generated from maintenance fees decreased 99%, or
          $115,000 for the three months ended September 30, 2002, as
          compared to the same three-month period of the prior fiscal year.
          This decrease is attributable to the fact that most of the
          existing license agreements were entered into during the second
          quarter of the year in which the agreement was consummated, which
          means that the maintenance fees would be due in second quarter of
          each year.  As the Company commenced its billing and collection
          procedures last year, many of the annual maintenance fees were
          not collected until third quarter of 2001 which resulted in much
          of the maintenance fee revenue being reflected in third quarter
          2001.  This year the annual maintenance fees were collected
          primarily during the second quarter.  As more software packages
          are sold throughout the year, management anticipates that the
          maintenance fees will be equalized throughout the year as well.

     *    Custom programming revenue decreased 74.8%, or $294,000, for the
          nine months ended September 30, 2002, as compared to the
          comparable prior year period.  This decrease was primarily due to
          a shift from providing customized software services to marketing
          of developed software products.  Management anticipates that the
          decrease in revenue from custom programming will continue through
          the remainder of 2002.

     *    Revenues generated by license fees increased 473.9%, or $763,000,
          for the first nine months ended September 30, 2002, as compared
          to the comparable prior year period.  This increase is primarily
          attributable to the completion of the development phase of the
          AssetWare software which was not fully operational until the last
          quarter of 2001 and the active marketing of the finished product
          during the first nine months of this year.  This increase was
          also due in part to a single contract with Physicians Telehealth
          Network (PTN) from which the Company recognized revenue of
          $500,000 in license fees during the first nine months of this
          year.  The agreement with PTN provides for the licensing of the
          technology for $500,000, which amount was booked as revenue in
          the first nine months of this year.  The agreement, dated June
          15, 2002, called for a down payment by PTN of $25,000 and the
          balance in 90 days.  Neither the down payment nor any of the
          balance has been paid by PTN.  PTN has indicated to the Company
          that payment of the $500,000 is contingent on the timing and
          amount of funding it receives through approximately the end of
          2002.  Support, maintenance, and development costs related to
          this contract are estimated at $500,000 and will be governed by a
          separate agreement, which management hopes to complete during
          fourth quarter of 2002 or first quarter of 2003.  Management
          anticipates that revenues in this category will continue to
          increase, although there is no assurance that they will increase
          at the current rate.

                                      16
<PAGE>

     *    Revenue generated by scanning services and other services
          increased 40.3%, or $58,000, for the nine months ended September
          30, 2002, as compared to the comparable prior year period.  This
          increase was generated principally in the third quarter and was
          primarily due to unsolicited contracts which management had not
          anticipated receiving during the quarter.  Although management
          anticipates that revenues generated by Working Knowledge will
          remain consistent or even increase modestly in the future, the
          services provided by Working Knowledge will generally be limited
          to existing or future clients of the Company and will not be the
          Company's primary focus.  However, Working Knowledge will
          continue to accept unsolicited work.

     Cost of Services.  Cost of services decreased 8.8%, or $41,000, for
the nine months ended September 30, 2002, as compared to the comparable
prior year period.  This decrease was primarily due to a decrease in
salaries and compensation previously associated with the development of our
AssetWare software in the comparable prior year period.  During the first
nine months ended September 30, 2002, this product went into production
which required less expense.  Cost of services as a percentage of revenues
decreased to 28.4% for the nine months ended September 30, 2002 from 46.5%
for the comparable prior year period.  Management believes this current
percentage is more indicative of the percentage of costs associated with
revenues in the future, but until the Company has been in the active
marketing phase for a longer period, management is unable to yet determine
to what extent this percentage may change in the future.

     General and Administrative.  General and administrative expenses
decreased 48.3%, or $1,050,000, for the nine months ended September 30,
2002, as compared to the comparable prior year period.  This decrease was
primarily attributable to the reduction in the number of employees and the
change of auditors.  General and administrative expenses as a percentage of
revenues were 75.5% for the nine months ended September 30, 2002, as
compared to 217.8% for the comparable prior year period.  Management
believes this current percentage is more indicative of the percentage of
general and administrative costs associated with revenues in the future,
but until the Company has been in the active marketing phase for a longer
period, management is unable to yet determine to what extent this
percentage may change in the future.

     Research and Development.  Research and development expenses decreased
37.7%, or $83,000, for the nine months ended September 30, 2002, as
compared to the comparable prior year period.  This decrease was primarily
due to the completion of the development of the Company's core software
products during the last quarter of 2001 and the refocusing of research and
development to upgrading the existing products to remain competitive in the
industry.

     Other Income.  Interest income decreased 75%, or $3,000, for the nine
months ended September 30, 2002, as compared to the comparable prior year
period.  Interest expense increased 3.8%, or $1,000, for the nine months
ended September 30, 2002, as compared to the comparable year period.  The
decrease in interest income was attributable to accruing interest due from
officer advances as a current asset while the slight increase in the
interest expense was due to additional promissory notes sold by the
Company.  The loss on disposal of fixed assets was attributable to the
return of the Sony Petasite equipment.  This equipment had been sold to the
Company by Sony for a

                                      17
<PAGE>

custom project which was completed during the period.  Although Sony had
invoiced the Company for the equipment, the invoice had not been paid, so
that with the return of the equipment, the Company realized no additional
cash.  Rather it received a credit on the invoice, less a restocking fee of
$15,000 charged by Sony and nominal transportation expenses.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's negative cash flow continues to be of concern to
management.  As discussed below, the Company suffers from a lack of
available cash to meet its continuing operating requirements.  Amounts due
a number of suppliers for services and products remain delinquent which may
cause these parties to seek legal action against the Company to collect
delinquent accounts.  At September 30, 2002, the Company had trade accounts
payable in the amount of $277,529, of which $61,515 were current, $16,513
were between 31 and 60 days delinquent, $5,926 were between 61 and 90 days
delinquent, and $193,575 were over ninety days delinquent.  The four
largest creditors include the Company's former auditor ($91,255), Sprint
Data Services ($45,599), the Company's current auditor ($12,888), and legal
counsel ($11,329).  Management continues to work with its creditors and to
seek additional sources of capital, but there is no assurance that it will
be successful, or that additional capital can be obtained at rates or terms
favorable to the Company.  The Company also continues to accrue the salary
of the president, which at September 30, 2002, was an aggregate of
$105,000.  Payroll taxes due at September 30, 2002, were $154,308.  In
addition, accounts receivable have increased dramatically, primarily
because of the $500,000 due from PTN.

     Operating activities used $69,000 of cash for the nine months ended
September 30, 2002, as compared to operating activities using $410,000 of
cash for the comparable prior year period.  The decrease in the use of cash
was primarily due to lower operating expenses and decreased salaries, some
of which was a result of completing much of the development stage of the
AssetWare product.  There was a significant decrease in deferred revenue
from hosting activities provided by a change in sales methodology where
sales of licenses are immediately included in revenue instead of a term
contract over a period of time which required deferral of revenue.  In
addition, because the Company did not have access to available cash for
payroll during the period, it paid employee salaries and outside consulting
fees with equity based compensation.

     Investing activities used $1,000 of cash for the nine months ended
September 30, 2002, as compared to $13,000 for the comparable prior year
period.  The decrease in the cash used for investing activities for the
nine months ended September 30, 2002, was attributable to deposits made in
a prior year.

     Financing activities provided $161,000 in cash for the nine months
ended September 30, 2002, as compared to financing activities providing
$418,000 for the comparable prior year period.  The decrease in cash
provided by financing activities was primarily attributable to a reduction
in funds borrowed by the Company.  Of the cash provided by financing
activities for the nine months ended September 30, 2002, $63,000 of the
total amount was attributable to loans from two individuals who are
acquaintances of management.  On April 23, 2002, the Company issued a one
year convertible promissory note to one of these individuals for $50,000
with a fixed sum of interest

                                      18
<PAGE>

of $5,000.  The note is convertible into shares of common stock at the rate
of one share for each $0.25 of principal and imputed interest due on the
conversion date.  The remaining $13,000 was advanced to the Company without
a promissory note and is deemed due on demand.  Also, $148,000 was
attributable to net proceeds from a private stock offering of shares of
common stock and Series D Warrants.  In September 2002 the Company issued
1,346,545 shares of common stock and 1,346,545 Series D Warrants for gross
proceeds of $148,120.  The Series D Warrants are exercisable at $0.21 per
share at any time prior to July 22, 2009.  The Company also reduced the
amount due on its line of credit during this period by $50,000.

     Management anticipates that its primary uses of capital in the future
periods will be allocated to satisfy delinquent obligations and for working
capital purposes.  The Company's business strategy is to achieve growth
internally through continued sale of licenses for its AssetWare products,
and maintenance of these licenses, and externally through the sale of
potentially dilutive securities.  The Company may also continue to incur
debt as needed to meet its operating needs.  In addition, the Company may
be forced to issue additional equity compensation to employees and outside
consultants to meet payroll and pay for needed legal and other services.

     At September 30, 2002, the Company had an outstanding balance on a
line of credit with Los Alamos National Bank which was originally due on
July 24, 2002.  The outstanding principal amount due at that date was
$300,000, plus interest of $10,545.  The Company negotiated a three month
extension on the repayment of the outstanding balance of the line of credit
by reducing the principal amount of the debt with the payment of $50,000
and the payment of the interest due on July 24, 2002.  Following the end of
the third quarter, the Company was able to negotiate an extension of the
amount due on the line of credit until April 24, 2003, by paying $25,000 of
the principal amount due and $4,555 in interest due at October 24, 2002.
The principal balance due for this line of credit is now $225,000.  The
inability of the Company to either retire this debt or obtain an
alternative loan would likely have a material negative impact on the
business of the Company, and could impair the Company's ability to continue
operations if the bank foreclosed on the note.

     The Company does not currently have material commitments for capital
expenditures and does not anticipate entering into any such commitments
during the next twelve months.  The Company's current commitments consist
primarily of lease obligations for office space.  There is no assurance
that the Company's capital resources are sufficient to meet its present
obligations and those to be incurred in the normal course of business for
the next twelve months.  If the Company is unable to secure additional
sources of capital, or significantly increase revenues from operations, it
may not be able to continue operating.

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 marketing and maintenance of products which manage
large volumes of media or digital material, statements about the Company's
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,"

                                      19
<PAGE>

"plan," "believe," "expect," "estimate," and the like.  Although management
believe that any forward-looking statements it makes 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;
     *    hardware failure of a catastrophic proportion;
     *    terrorist interference with the operation of the Internet or
          effects of terrorist activities on the economy;
     *    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;
     *    the inability to locate sources to retire the Company's line of
          credit or to obtain alternative lending sources; and
     *    the inability to solve cash flow problems.

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

ITEM 3.  CONTROLS AND PROCEDURES

     Within 90 days prior to the filing date of this report, the Company's
management conducted an evaluation, under the supervision and with the
participation of the Company's President and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures.  Based on this evaluation, the President and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective.  There have been no significant changes in the
Company's internal controls or in other factors that could significantly
affect those controls subsequent to the date of our last evaluation.

                                      20
<PAGE>

                                  PART II

ITEM 1.  LEGAL PROCEEDINGS

     Although this report contains no reportable legal proceedings, the
Company is delinquent in payment to a number of service or product
providers, any one of which could institute legal proceedings against the
Company in the future.  Management is actively working with these creditors
to settle the amounts owed or negotiate more favorable payment terms.
There is no assurance that management will be successful in settling these
accounts or renegotiating payment terms.  If the Company is unsuccessful in
doing so, the enforcement of collection of the amounts owed could have a
material negative impact on the business of the Company.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     During the quarter ended September 30, 2002, the following securities
were sold by the Company without registering the securities under the
Securities Act:

     In September 2002 the Company issued 1,346,545 shares of common stock
and 1,346,545 Series D Warrants to four accredited investors for gross
proceeds of $148,120.  The Series D Warrants are exercisable at $0.21 per
share at any time prior to July 22, 2009.  These securities were issued
without registration under the Securities Act by reason of the exemption
from registration afforded by the provisions of Section 4(6) thereof, as a
transaction by an issuer to accredited investors, and pursuant to the
provisions of Rule 506 of Regulation D.  Each of the investors acknowledged
the investment nature of the securities issued and consented to the
imposition of restrictive legends upon the certificates evidencing the
shares and the warrants.  The investors did not enter into the transaction
as a result of or subsequent to any advertisement, article, notice, or
other communication published in any newspaper, magazine, or similar media
or broadcast on television or radio, or presented at any seminar or
meeting.  Each investor was also afforded the opportunity to ask questions
of our management and to receive answers concerning the terms and
conditions of the transaction.  No underwriting discounts or commissions
were paid in connection with such issuance.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.  The following exhibits are attached to this report:

          4.6  Form of Series D Warrant Certificate

          99.1 Written Statement of the Chief Executive Officer with
respect to compliance with Section 13(a) of the Securities Exchange Act of
1934.

                                      21
<PAGE>

          99.2 Written Statement of the Principal Financial Officer with
respect to compliance with Section 13(a) of the Securities Exchange Act of
1934.

     (b)  Reports on Form 8-K.  A current report on Form 8-K dated
September 19, 2002, was filed on September 24, 2002.  The report announced
under Item 5 the adoption of new bylaws by the Company.

                                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:  November 15, 2002           By /s/ Richard Govatski
                                      Richard Govatski, President


Date:  November 15, 2002           By /s/ Teresa Dickey
                                      Teresa Dickey, Principal Financial Officer


                              CERTIFICATIONS

I, Richard Govatski, Chief Executive Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of NMXS.com,
Inc.;

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

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

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

                                      22
<PAGE>

     a)   Designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this quarterly
     report is being prepared;

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

     c)   Presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;


5.   The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

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

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

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

Date:  November 15, 2002           /s/ Richard Govatski
                                   Richard Govatski, President & CEO


     I, Teresa Dickey, Principal Financial Officer, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of NMXS.com,
Inc.;

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

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<PAGE>

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

4.    The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   Designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this quarterly
     report is being prepared;

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

     c)   Presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;


5.   The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

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

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

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

Date:  November 15, 2002           /s/ Teresa Dickey
                                   Teresa Dickey, Principal Financial Officer


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