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 June 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 August 8, 2002, there
were 23,081,384 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>
                                                                        June 30, 2002
                                                                        -------------
<S>                                                                     <C>
                                     ASSETS
Current assets:
  Cash and cash equivalents                                             $    35,000
  Restricted cash                                                            43,000
  Accounts receivable, less allowance for doubtful accounts of $44,000      789,000
  Prepaid expenses and other assets                                          39,000
  Officer advances                                                           50,000
                                                                         ----------
     Total current assets                                                   956,000

Furniture, equipment and improvements - net                                 264,000
Other deposits                                                               42,000
Goodwill - net                                                               97,000
                                                                         ----------
                                                                        $ 1,359,000
                                                                         ==========

                                    LIABILITIES
Current liabilities:
  Accounts payable and accrued expenses                                  $  454,000
  Deferred revenue                                                           44,000
  Notes payable                                                             400,000
                                                                         ----------
     Total current liabilities                                              898,000

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; 22,885,560 shares issued
     and outstanding                                                         23,000
Additional paid-in capital                                                7,933,000
Accumulated deficit                                                      (7,495,000)
                                                                         ----------
     Total stockholders' equity                                             461,000
                                                                         ----------
                                                                         $1,359,000
                                                                         ==========
</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
                                                   June 30,
                                          --------------------------
                                             2002           2001
                                          -----------    -----------
<S>                                       <C>            <C>
Revenues:
  Software maintenance                    $   155,000    $    58,000
  Custom programming                           18,000        126,000
  License fees                                563,000         77,000
  Scanning services and other                  18,000         55,000
                                           ----------     ----------
                                          $   754,000    $   316,000
                                           ----------     ----------
Operating costs and expenses:
  Cost of services                             97,000        171,000
  General and administrative                  469,000        960,000
  Research and development                     37,000         97,000
                                           ----------     ----------
     Total operating costs
     And expenses                             603,000      1,228,000
                                           ----------     ----------
Other income (expense):
  Interest income                                   0          3,000
  Interest expense                             (6,000)       (17,000)
  Loss of disposal fixed assets               (25,000)
                                           ----------     ----------

Net comprehensive income/(loss)           $   120,000    $  (926,000)
                                           ==========     ==========
Basic and diluted loss per share:
  Weighted average number of
   Common shares outstanding               22,808,000     21,199,000
                                           ==========     ==========
Basic and diluted loss per
  Share                                      $    .01       $  (0.04)
                                              =======        =======
</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>
                                              Six Months Ended
                                                   June 30,
                                          --------------------------
                                             2002           2001
                                          -----------    -----------
<S>                                       <C>            <C>
Revenues:
  Software maintenance                    $   262,000    $   184,000
  Custom programming                           34,000        189,000
  License fees                                911,000        119,000
  Scanning services and other                  69,000         99,000
                                           ----------     ----------
                                            1,276,000        591,000
                                           ----------     ----------
Operating costs and expenses:
  Cost of services                            242,000        288,000
  General and administrative                  856,000      1,498,000
  Research and development                     93,000        188,000
                                           ----------     ----------
     Total operating costs
     And expenses                           1,191,000      1,974,000
                                           ----------     ----------
Other income (expense):
  Interest income                               1,000          3,000
  Interest expense                            (14,000)       (17,000)
  Loss of disposal fixed assets               (25,000)             0
                                           ----------     ----------
Net comprehensive income/(loss)           $    47,000     (1,397,000)
                                           ==========     ==========
Basic and diluted loss per share:
  Weighted average number of
   Common shares outstanding               22,393,000     21,096,000
                                           ==========     ==========
Basic and diluted loss per
  Share                                      $    .00       $  (0.07)
                                              =======        =======
</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>
                                                              Six Months Ended June 30,
                                                             ---------------------------
                                                                 2002           2001
                                                              ----------     ----------
<S>                                                          <C>            <C>
Cash flows from operating activities:
  Net comprehensive income/(loss)                            $    47,000    $(1,397,000)
   Adjustments to reconcile net income (loss) to net cash
    used in operating activities:
     Common stock issuable for services                                          55,000
     Common stock issued for salaries                             82,000
     Common stock issued for services                            187,000        187,000
     Stock options issued for services                           115,000        353,000
     Consulting fee paid by exchange for investment                             225,000
     Depreciation                                                 49,000         47,000
     Amortization of goodwill                                                    16,000
     Loss of Disposal Fixed Assets                                25,000
     Changes in:
       Restricted Cash                                            (1,000)
       Accounts receivable                                      (320,000)      (148,000)
       Estimated earnings in excess of billings on
        uncompleted contracts                                     18,000        143,000
       Prepaid expenses and other assets                          11,000        (11,000)
       Officer advances                                          (18,000)        (2,000)
       Security deposits                                                          4,000
       Accounts payable and accrued expenses                     101,000        175,000
       Deferred revenue                                         (380,000)       (31,000)
                                                              ----------     ----------
         Net cash (used) in operating activities                 (84,000)      (384,000)
                                                              ----------     ----------
Cash flows from investing activities:
  Acquisition of fixed assets                                     (3,000)
  Other deposits                                                   2,000
                                                              ----------     ----------
         Net cash (used) by investing activities                  (1,000)             0
                                                              ----------     ----------
Cash flows from financing activities:
  Proceeds from note payable                                      63,000        350,000
  Payment of note payable                                                       (50,000)
  Net proceeds from issuance of common stock                                    115,000
                                                              ----------     ----------
         Net cash provided by financing activities                63,000        415,000
                                                              ----------     ----------
Net (decrease) increase in cash and cash equivalents             (22,000)        31,000
Cash and cash equivalents, beginning of period                    57,000         14,000
                                                              ----------     ----------
Cash and cash equivalents, end of period                     $    35,000    $    45,000
                                                              ==========     ==========

Supplemental disclosure of cash flow information:
  Interest paid                                              $    10,000    $    17,000

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
                                 June 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 six-month period ended June 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.  Weighted
average number of shares at June 30, 2001 includes 316,656 issuable shares.
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
                                 June 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 $200 and $8,000 for the three months ended June 30,
2002 and 2001, respectively.  Advertising expenses were $10,000 and $16,000
for the six months ended June 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
June 30, 2002, the Company has a prepaid rent asset of $12,000.

[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
                                 June 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 $16,000 has been included in general and administrative
expenses for the six months ended June 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 June 30, 2002 consists
of the following:

     Computers                            $ 284,000
     Furniture, fixtures and equipment      143,000
     Leasehold improvements                  84,000
                                           --------
                                            511,000
     Accumulated depreciation               247,000
                                           --------
                                          $ 264,000
                                           ========

NOTE D - NOTE PAYABLE

     The Company has a $37,000 promissory note payable to a financial
institution due upon demand.  Interest is payable on a monthly basis at
a rate of 5.875% per annum.

     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%.

     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
                                 June 30, 2002

NOTE E - CAPITAL TRANSACTIONS

Common stock:

     During the six months ended June 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.

Warrants:

     No warrants have been issued or exercised during the three months
ended June 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 June 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>
$0.31 - $0.50   1,215,000        8.92        $0.38        60,000      $0.31
$0.54 - $0.83     790,000        3.71        $0.71       330,000      $0.73
$1.25 - $2.13     460,000        7.79        $1.65       351,000      $1.76
</TABLE>
                                       9

<PAGE>

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

                Summary of Options Granted and Outstanding:
<TABLE>
<CAPTION>
                                                   Six Months Ended June 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                                255,000    0.34       988,000    0.47
       Cancelled                               (2,000)   1.25      (144,000)   1.59
                                            ---------             ---------
       Outstanding at end of period         2,455,000   $0.72     2,437,000   $0.79
</TABLE>
     During the six months ended June 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
                                 June 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.

     No stock options were issued or expired during the three months ended
June 30, 2002.

     The following table summarizes the pro forma operating results of the
Company for the three months ended June 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     $50,000
     Pro forma basic and diluted loss per share                    .00

    The following table summarizes the pro forma operating results of the
Company for the six months ended June 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     $(76,000)
     Pro forma basic and diluted loss per share                  (.00)

     As of June 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 June 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 six months ended June 30, 2002, three customers accounted
for 57%, 14%, and 9% of the Company's revenue.  During the six months
ended June 30, 2001, three customers accounted for 16%, 13% and 11% of the
Company's revenue.

     During the three months ended June 30, 2002, three customers accounted
for 69%, 14%, and 5% of the Company's revenue.  During the three months ended
June 30, 2001, two customers accounted for 29% and 13% of the Company's revenue.

     As of June 30, 2002, balances due from two customers comprised 60% and
18% of total accounts receivable.  As of June 30, 2001, balances due from
three customers comprised 30%, 18% and 16% of total accounts receivable.

                                      11

<PAGE>

                        NMXS.com, Inc. and Subsidiaries
                 Footnotes to Consolidated Financial Statements
                                 June 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 June 30, 2002 is as follows:
<TABLE>
<CAPTION>
                                                      Working
                                        NMS       Knowledge, Inc.      Total
                                    -----------   ---------------   -----------
     <S>                            <C>            <C>              <C>
     Revenue                        $   744,000    $    10,000      $   754,000

     Cost of services                    82,000         15,000           97,000
     General and administrative         430,000         39,000          469,000
     Research and development            37,000                          37,000
                                     ----------     ----------       ----------
     Operating (loss) income        $   195,000    $   (44,000)     $   151,000
                                     ==========     ==========       ==========
</TABLE>
     A reconciliation of the segments' operating loss to the consolidated
net loss/comprehensive loss is as follows:

     Segments' operating income                   $ 151,000
     Other income (expense)                         (31,000)
                                                   --------
     Consolidated net income                      $ 120,000
                                                   ========

     Amortization and depreciation expense amounted to $19,000 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 six months
ended June 30, 2002 is as follows:
<TABLE>
<CAPTION>
                                                      Working
                                        NMS       Knowledge, Inc.      Total
                                    -----------   ---------------   -----------
     <S>                            <C>            <C>              <C>
     Revenue                        $ 1,243,000    $    33,000      $ 1,276,000

     Cost of services                   215,000         27,000          242,000
     General and administrative         770,000         86,000          856,000
     Research and development            93,000                          93,000
                                     ----------     ----------       ----------
     Operating (loss) income        $   165,000    $   (80,000)     $    85,000
                                     ==========     ==========       ==========

     Total assets                   $ 1,238,000    $   121,000      $ 1,359,000
</TABLE>
     A reconciliation of the segments' operating loss to the consolidated
net loss/comprehensive loss is as follows:

     Segments' operating income                   $  85,000
     Other income (expense)                         (38,000)
                                                   --------
     Consolidated net income                      $  47,000
                                                   ========

     Amortization and depreciation expense amounted to $36,000 and $13,000
for NMS and WKI, respectively.  Also, total fixed asset additions amounted to
$3,000 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 lifecycle 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.

     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.

     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

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<PAGE>

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.

     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 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.

SIX MONTHS ENDED JUNE 30, 2002, COMPARED TO SIX MONTHS ENDED JUNE 30, 2001

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

                                        2002                    2001
                                              % of                    % of
                                   Amount    Revenue      Amount     Revenue
                                 ----------  -------    ----------   -------
     Revenues                   $ 1,276,000    100%    $   591,000      100%
     Cost of services               242,000   19.0%        288,000     48.7%
                                 ----------             ----------
     Gross profit                 1,034,000   81.0%        303,000     51.3%
                                 ----------             ----------

                                     14

<PAGE>

     General & administrative       856,000   67.1%      1,498,000    253.5%
     Research & development          93,000    7.3%        188,000     31.8%
                                 ----------             ----------
                                    949,000   74.4%      1,686,000    285.3%
                                 ----------             ----------
     Other income (expense)         (38,000) (3.0)%        (14,000)   (2.4)%
                                 ----------             ----------
     Net income (loss)          $    47,000    3.7%    $(1,397,000) (236.4)%
                                 ==========             ==========

                                   2002                   2001
     Earnings (loss) per share:    $0.00                  $(0.07)

     Revenues.  Total revenues increased 115.9%, or $685,000, for the six
months ended June 30, 2002, as compared to the same period in the prior
year (the "comparable prior year period").  Revenues generated by software
maintenance increased 42.39%, or $78,000, for the first six months ended
June 30, 2002, as compared to the comparable prior year period.  This
increase is attributable to the increase in the number of license
agreements with continuing annual maintenance fee provisions.  Custom
programming revenue decreased 82.0%, or $155,000, for the six months ended
June 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 665.5%, or $792,000, for the first six months ended June 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
six months of this year.  This increase was also due in part to a single
contract with Physicians Telehealth Network ("PTN") from which we received
$500,000 in license fees during the first six months of this year.  The
agreement with PTN provides for the licensing of the technology for
$500,000, which amount was booked in the first six months of this year.
Support, maintenance, and development costs estimated at $500,000 will be
governed by a separate agreement which management hopes to complete during
third and fourth quarters of 2002.  Management anticipates that revenues in
this category will continue to increase, although there is no assurance
that they will increase at the current rate.  Revenue generated by scanning
services and other services decreased 30.3%, or $30,000, for the six months
ended June 30, 2002, as compared to the comparable prior year period.  This
decrease was primarily due to the decreased operations of Working
Knowledge.  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 be limited to
existing or future clients of the Company and will not be the Company's
primary focus.

     Cost of Services.  Cost of services decreased 16%, or $46,000, for the
six months ended June 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 six months
ended June 30, 2002, this

                                     15

<PAGE>

product went into production which required less expense.  Cost of services
as a percentage of revenues decreased to 18.97% for the six months ended
June 30, 2002 from 48.73% 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 42.9%, or $642,000, for the six months ended June 30, 2002, as
compared to the comparable prior year period.  This decrease was primarily
attributable the reduction in the number of employees and the change of
auditors.  General and administrative expenses as a percentage of revenues
were 67.08% for the six months ended June 30, 2002, as compared to 253.47%
for the comparable prior year period.

     Research and Development.  Research and development expenses decreased
50.5%, or $95,000, for the six months ended June 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.

     Other Income.  Interest income decreased 66.67%, or $2,000, for the
six months ended June 30, 2002, as compared to the comparable prior year
period.  Interest expense also decreased 17.65%, or $3,000, for the six
months ended June 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 decrease in the interest
expense was due to a reduction in debt.  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 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 June 30, 2002, the Company had accounts payable in
the amount of $267,467, of which $54,878 were current, $27,237 were between
31 and 60 days delinquent, $79,911 were between 61 and 90 days delinquent,
and $105,450 were over ninety days delinquent.  The three largest creditors
include the Company's former auditor ($98,567), Sprint Data Services
($45,599), and legal counsel ($14,773).  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 June 30, 2002,

                                     16

<PAGE>

was an aggregate of $195,000.  In addition, accounts receivable have
increased dramatically and management is attempting to reduce the
collection time of these receivables.

     Operating activities used $84,000 of cash for the six months ended
June 30, 2002, as compared to operating activities using $384,000 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 is a result of completing much of the development stage of the Company's
AssetWare product.  There was  a significant increase in accounts
receivable.  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 six months ended June
30, 2002, as compared to none for the comparable prior year period.  The
increase in the cash used for investing activities for the six months ended
June 30, 2002, was attributable to an acquisition of computer server
equipment.

     Financing activities provided $63,000 in cash for the six months ended
June 30, 2002, as compared to financing activities providing $415,000 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 six months ended June 30, 2002, 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 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.

     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.
Subsequent to June 30, 2002, and through the filing date of this report,
the Company has issued an additional 195,824 shares of its common stock to
employees in lieu of cash for wages and to legal counsel for continuing
legal services.

     At June 30, 2002, the Company had an outstanding balance on a line of
credit with Los Alamos National Bank which was 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

                                     17

<PAGE>

the debt with the payment of $50,000 and the payment of the interest due on
July 24, 2002.  Management is currently seeking methods to either retire
the outstanding balance of the line of credit or obtain an alternative
lending source prior to October 24, 2002.  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 loan is secured by virtually all of the Company's assets.

     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," "plan," "believe,"
"expect," "estimate," and the like.  Although management believes 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 the Company's business strategies;

  *  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 the Company's products through the
     Internet and Company representatives;

                                     18

<PAGE>

  *  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 development, 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.

                                  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 June 30, 2002, the following securities were
sold by the Company without registering the securities under the Securities
Act:

  *  In April 2002 the Company issued 100,000 shares of common stock to
     Owen Coleman for advertising consulting services rendered to the
     Company.  These shares were issued without registration under the
     Securities Act by reason of the exemption from registration afforded
     by the provisions of Section 4(2) thereof, as a transaction by an
     issuer not involving any public offering.  Management believes
     Mr. Coleman was an accredited investor as defined in Rule 501 of
     Regulation D at the time of the transaction.  Mr. Coleman acknowledged
     the investment nature of the shares issued and consented to the
     imposition of restrictive legends upon the certificates evidencing
     such shares.  Mr. Coleman did not enter into the transaction which
     included the providing of services and the issuance of the shares 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.  Mr. Coleman was also afforded the opportunity to ask
     questions of the Company's 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.

  *  Also in April 2002 the Company issued 15,400 shares of common stock to
     Hawk Associates, Inc. for public relations services rendered to the
     Company.  These shares were issued without

                                     19

<PAGE>

     registration under the Securities Act by reason of the exemption from
     registration afforded by the provisions of Section 4(2) thereof, as a
     transaction by an issuer not involving any public offering.  Management
     of Hawk Associates, Inc. represented that it was an accredited investor
     as defined in Rule 501 of Regulation D at the time of the transaction.
     Hawk Associates also delivered appropriate investment representations
     with respect to this transaction and consented to the imposition of
     restrictive legends upon the certificates evidencing such shares.
     Management of Hawk Associates represented that it had not entered into
     the transaction with the Company 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.  Such management
     also represented that it had received copies of all of the filings
     made by the Company with the Securities and Exchange Commission and
     located on the Commission's web site.  Such management further
     represented that it had been afforded the opportunity to ask questions
     of the Company's 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.

  *  On April 23, 2002, the Company borrowed $50,000 from Kurt P. Grossman
     and issued a one-year convertible promissory note to him for such
     amount.  The note also bears imputed interest of $5,000 which is due
     and payable with the principal amount of the note.  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 note was issued without registration under the Securities
     Act by reason of the exemption from registration afforded by the
     provisions of Section 4(2) thereof, as a transaction by an issuer not
     involving any public offering.  Mr. Grossman represented that he was
     an accredited investor as defined in Rule 501 of Regulation D at the
     time of the loan.  Mr. Grossman also delivered appropriate investment
     representations with respect to this transaction and consented to the
     imposition of restrictive legends upon the certificates evidencing
     such shares.  He represented that he had not entered into the
     transaction with the Company 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.  He also represented
     that he had received copies of the Company's annual report on Form
     10-KSB for the year ended December 31, 2001.  Mr. Grossman further
     represented that he had been afforded the opportunity to ask questions
     of the Company's 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.

  *  In April 2002 the Company borrowed $13,000 from Alan Cohen, a personal
     acquaintance of the president of the Company.  No promissory note has
     yet been issued and the obligation to repay the loan is deemed to be
     due upon demand.  The obligation to repay the loan was entered into
     without registration under the Securities Act by reason of the
     exemption from registration afforded by the provisions of Section 4(2)
     thereof, as a transaction by an issuer not involving any public
     offering.  Mr. Cohen represented that he was an accredited investor as
     defined in Rule 501 of Regulation D at the time of the loan.

                                     20

<PAGE>

     Mr. Cohen also acknowledged the investment nature of the transaction.
     He represented that he had not entered into the transaction with the
     Company 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.  Mr. Cohen acknowledged that he had been
     afforded the opportunity to ask questions of the Company's 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:

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

          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.  No reports on Form 8-K were filed during
the quarter ended June 30, 2002.

                                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: August 19, 2002             By /s/ Richard Govatski
                                     Richard Govatski, President


Date: August 19, 2002             By /s/ Teresa Dickey
                                     Teresa Dickey, Principal Financial Officer


                                     21