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

Form 10-KSB

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

     For the fiscal year ended December 31, 2000

     [   ]     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

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

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 filing requirements for the past 90 days.  (1)  Yes
[X]  No [   ]       (2)  Yes  [X]    No  [   ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.     N/A

State issuer's revenues for its most recent fiscal year:  $756,000

State the aggregate market value of the voting stock held by non-affiliates of
the Registrant computed by reference to the price at which the stock was sold,
or the average high and low sale prices of such stock, as of a specified date
within the past 60 days: $1,302,124 at April 2, 2001.

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

Documents Incorporated by Reference: None


<PAGE>
PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Our History and Background

     We were originally incorporated under the laws of the State of Utah on
August 12, 1983, under the name "Raddatz Exploration, Inc."  The name was
changed to "Renaissance Guild, Inc." on February 16, 1984, and to
"C.O.N.S.E.R.V.E Corporation" on October 3, 1985.  On April 28, 1997, we
changed domicile to the State of Delaware by merging into a Delaware
corporation incorporated on October 14, 1980, under the name "Costs of Owning
the Newest Systems of Energy Reduction are Virtually Eliminated, Inc."  The
name was changed to "Conserve, Inc." on May 11, 1999.

     Our company was originally formed to engage in the business of
manufacturing and selling solar systems for residential homes.  In November
1985, an involuntary bankruptcy proceeding was filed against us.  The Court
dismissed the involuntary petition in August 1986.  In late 1986 we ceased
operations.  On December 5, 1989, we renounced all of our rights to the
collateral, virtually all assets, except our patents, under the Uniform
Commercial Code and transferred our interest therein to a financial
institution, the major creditor of which was in bankruptcy proceedings from
May 1986 until early 1992, in satisfaction of the related debt.  However, a
full release from the debt was not obtained until April 1994.  On July 8,
1988, the patents were sold.  Other than as stated above we conducted no
business activity until the reverse acquisition by New Mexico Software.

     On or about August 3, 1999, we entered into an agreement with New Mexico
Software, Inc., a privately-held New Mexico corporation, and the shareholders
of this entity.  The agreement provided that on the closing date the
shareholders of New Mexico Software would exchange all of their shares for
11,880,000 post-reverse split shares of our company, such that New Mexico
Software would become a wholly owned subsidiary and the shareholders of New
Mexico Software would own approximately 60.7% of the outstanding stock of our
company.  The closing of the reorganization agreement was held on August 3,
1999.

     Also in connection with a reorganization agreement with New Mexico
Software, we reverse split the outstanding shares at the rate of one-for-1.5,
canceled 5,725,435 outstanding shares, and issued 2,360,500 shares in a
private offering at $0.75 per share.  We received gross proceeds of $1,770,375
from this offering.  As a result of the closing of the reorganization
agreement, old management resigned in favor of directors and officers who were
designated by New Mexico Software.  The name of the company was changed to
NMXS.com, Inc. on August 3, 1999.  Giving effect to the reverse split, the
cancellation of shares, and the issuance of shares in the reverse acquisition
and private offering, we had 19,440,499 shares outstanding immediately after
the reverse acquisition.

     Unless otherwise indicated, all references to our outstanding shares give
effect to all previous stock splits.

     In conjunction with the closing of the reorganization agreement with New
Mexico Software, we declared a distribution of 1,000,000 warrants at the rate
of one-for-5.3 to all of the shareholders of record as of the beginning of
business on August 3, 1999.  The warrants were distributed as of November 14,
2000.

     In January and February 2000, we issued 1,090,000 units in a private
offering consisting of one share of common stock and a Series B Warrant to purch
ase one share of common stock through January 17, 2005, at $1.00 per share.
We received gross proceeds of $1,090,000 from the offering.

     In April 2000 we entered into a stock purchase agreement with the sole
shareholder of Working Knowledge, Inc., a Kansas corporation incorporated on
December 3, 1997.  Working Knowledge has been engaged in the web site
management business since incorporation.  The acquisition price of the stock
of Working Knowledge was $150,000.  The closing was held in April 2000.

     Through our wholly owned subsidiaries, New Mexico Software, Inc. and
Working Knowledge, Inc., we provide Internet technology-based digital asset
management software that is a business-to-business solution for the efficient
organization, storage, rapid retrieval and transmission of digital assets.
During the year ended December 31, 2000, two customers accounted for
approximately 25% of our sales.

History of New Mexico Software

     With the explosive growth of the Internet, e-commerce, and even the
availability of low-cost scanners, businesses have begun a mass migration of
visual images to digital formats.  These graphic images, along with video and
audio clips, are collectively called digital assets.  Businesses that rely on
them have a significant investment in their creation, maintenance and ability
to reproduce these assets for other uses.  The growing importance of digital
assets has produced a large demand for efficient organization tools and rapid
distribution methods.  New Mexico Software's software products were designed
to address this growing market need.

     New Mexico Software was founded in 1995 by Richard Govatski and
incorporated in 1996.  With the anticipation that digital asset management
would emerge as a crucial factor in the growth of the Internet, he and a small
team of engineers began the development of a core system that addressed the
most important requirements for a comprehensive digital asset management
system.

     Although the Company has been in existence for several years, it was not
until very recently that we began as a start-up company in the marketplace.
Our first product, Image Assets, became operationally viable during April of
1998.  It was not until June of 1999, however, that a sales effort was
undertaken and an internal engineering, sales, and administrative staff was
put into place.  The Company is continuing its efforts to develop a market
place for its products and continues to report as a development stage
enterprise as of December 31, 2000.

What New Mexico Software Products Provide Customers

     New Mexico Software operates as a single unit within NMXS.com Inc.; its
role is product development and support.   Currently, New Mexico Software has
developed a media asset management product called AssetWare.  We market
AssetWare in two ways; as a hosted application on the Internet, and highly
customized application according to clients' specifications.  A hosted
application provides a customer access to the AssetWare product over the
Internet.  Customers log on to our server and use AssetWare to manage, view
and distribute their media assets.  The hosted application customers' media
files are also stored on our server.  Customers can choose the number of
features needed for the particular business and are billed according to the
number of features chosen and the amount of disk space the customer's media
files will occupy.   New Mexico Software has developed a product called
MagZoom that allows magnified views of images on the Internet.  MagZoom can
be purchased as a hosted application or for local installation on a customers
web server.

     In addition to the products we have developed based on our technology, we
have cooperative agreements with other vendors to either incorporate their
products with our product, or offer their products as an additional feature.
For instance, we are a certified Sprint Data Partner.  That means that we can
resell Sprint high-speed data transmission lines that will provide our
customers with fast data communication capabilities.

Our Technology

     We engineer products around a central core of unique Internet technology
that makes it possible to rapidly view, distribute and manage media files such
as graphic images, animation sequences and film clips.  Characteristically,
media files are very large, thus making them more time-consuming to view and
distribute using conventional Internet technology.  For instance, a media file
such as an x-ray might be as large as 70mb.  Conventional Internet technology
moves the entire media file.  Using a standard 56.6-kb modem connection,
moving such a file would take more than 20 hours to load to a Netscape or
Internet Explorer browser window--if the Internet connection could be
maintained that long, and if the browser did not crash.  Using our technology
that same 70mb file can be viewed in approximately 37 seconds over a 56.6-kb
modem connection.  If it is necessary to move the actual media file, our
technology provides a highly expedited method of doing this as well.  However,
for many e-commerce and other common Internet uses, it is not necessary to
move the file, only to view it.  In addition, our viewing technology also
provides several magnification features.  One type of magnification makes it
possible to magnify regions of interest in a graphic image by clicking on
them with the computer mouse.  The viewer can then move the mouse around to
magnify different areas of the image.  Another type of magnification
provides the ability to click on the image to greatly magnify the entire
image.  By holding down the mouse button and moving the mouse, the viewer
can then move the magnified image to fit in the screen.  While the ability
to magnify images over the Internet is not unique, our product differs from
many others in that the viewer does not require any special software to
perform these various types of magnification.  The magnification capability is
generated by our Internet technology on our server--a high speed
computer that handles multiple streams of incoming and outgoing data-- rather
than being deployed as an application that must reside on the viewer's desktop
computer.  This means that e-commerce sites using our technology can offer
their viewers the ability to examine products in detail without requiring them
to download additional software.

     Besides our viewing technology we also provide the ability to manage
large numbers of media files in a visual database displaying small,
thumbnail representations of the media.  This database can be searched by
natural language queries.

     Our core technology is characterized by these additional features that
also contribute to what we perceive to be marketplace advantages:

     - Ability to use high-resolution graphics files--large files with
lots of detail as opposed to the low resolution files with indistinct detail
used by conventional Internet technology.

     - Ability to use a single image in multiple resolutions.

     - Media stored using our unique technology has more modest storage
requirements than media stored in conventional formats.

     - Our technology works on MacIntosh, PC and UNIX computers.  If a
business has a network of these different types of computers it will work with
combinations of these computers.

     - Ability to print photographic quality images directly from the
Internet. That is, images of the same quality that would normally require a
color separation and professional printing process.

     - A compression technology that allows images to move rapidly from
one computer to another over the Internet.

     - An invisible branding process used to authenticate ownership of
images.

     - The ability to create private, password required viewing salons on
the Internet for the purposes of inter-business collaboration.

     - Ability to convert existing images in other file formats such as
computer aided design files and medical digital imaging and communications in
medicine files to the file format used by our technology.

     - Easy to use because it does not require any new software programs,
only a familiarity with Netscape or Internet Explorer.

     We currently employ eight programmers and engineers tasked with adding
new features to our products and fixing any problems users might encounter.
There are risks inherent in software development including unanticipated
delays, technical problems that could mean significant deviation from original
product specifications, and hardware problems.  In addition, once improvements
and bug fixes are deployed there is no assurance that they will work as
anticipated or that they will be durable in actual use by customers.

     During the years ended December 31, 2000 and 1999, our research and
development costs were $ 409,000 and $150,000, respectively.

Working Knowledge

     Working Knowledge, Inc. provides services which are necessary to prepare,
enter and maintain the customer's data on our image management system.  These
include web design, database development, image scanning, asset uploading and
database support.  In addition, Working Knowledge, Inc. is able to serve the
customer by utilizing the stored images to produce compact discs, digital
prints and large poster formats.  These complementary services allow us to
complete our cycle of  comprehensive  image management.

Marketing

     Our marketing effort, including print, web advertising, cross-linking
and participation in key industry events, is being primarily directed to
entertainment-associated industries.  Other areas in which the management of
large graphic image and media files is a significant problem include medical
and x-ray imaging, architectural and engineering firms, and various forms
of e-commerce.

     Our senior management have appeared as industry experts at significant
industry events including Seybold, XPlor International, Photo Marketing
Association conferences and others.  We had a principal speaking engagement at
the first annual Digital Asset Management Conference held in Orlando, FL, in
January, 2000.

Our Intellectual Properties

     We have several proprietary aspects to our software which we believe make
our products unique and desirable in the marketplace.  Consequently, we regard
protection of the proprietary elements of our products to be of paramount
importance and we attempt to protect them by relying on trademark, service
mark, trade dress, copyright and trade secret laws, and restrictions on
disclosure and transferring of title.  We have entered into confidentiality
and non-disclosure agreements with our employees and contractors in order to
limit access to, and disclosure of, our proprietary information.  There can be
no assurance that these contractual arrangements or the other steps taken by
us to protect our intellectual property will prove sufficient to prevent
misappropriation of our technology or to deter independent third-party
development of similar technologies.

     Although we do not believe that we infringe the proprietary rights of
third parties, there can be no assurance that third parties will not claim
infringement by us with respect to past, current, or future technologies.  We
expect that participants in our markets will be increasingly subject to
infringement claims as the number of services and competitors in our industry
grows.  Any such claim, whether meritorious or not, could be time-consuming,
result in costly litigation, cause service upgrade delays, or require us to
enter into royalty or licensing agreements.  Such royalty or licensing
agreements may not be available on terms acceptable to us or at all.  As a
result, any such claim could have a material adverse effect upon our business,
results of operations, and financial condition.

     While we have commenced the process to protect our trade names, we have
not completed the process.  Thus, others could attempt to use trade names
which we have selected.  Such misappropriation of our brand identity could
cause significant confusion in the highly competitive Internet technology
marketplace and legal defense against such misappropriation could prove costly
and time-consuming.  As part of the brand identity creation process that
defines our products to be unique in the Internet technology marketplace and
proprietary in nature, we have begun the process to protect certain product
names and slogans as registered trademarks to designate exclusivity and
ownership.  We have engaged a trademark attorney to complete searches on the
uniqueness of some of these brand names and slogans.

     Although trademarked in the U.S., effective trademark, copyright or trade
secret protection may not be available in every country in which our products
may eventually be distributed.  There can also be no assurance that the steps
taken by us to protect our rights to use these trademarked names and slogans
and any future trademarked names or slogans will be adequate, or that third
parties will not infringe or misappropriate our copyrights, trademarks,
service marks, and similar proprietary rights.

Government Regulation

     Our company, operations, products, and services are all subject to
regulations set forth by various federal, state and local regulatory
agencies.  We take measures to ensure our compliance with all such regulations
as promulgated by these agencies from time to time.  The Federal
Communications Commission sets certain standards and regulations regarding
communications and related equipment.

     There are currently few laws and regulations directly applicable to the
Internet.  It is possible that a number of laws and regulations may be adopted
with respect to the Internet covering issues such as user privacy, pricing,
content, copyrights, distribution, antitrust and characteristics and quality
of products and services.  The growth of the market for online commerce may
prompt calls for more stringent consumer protection laws that may impose
additional burdens on companies conducting business online.  Tax authorities
in a number of states are currently reviewing the appropriate tax treatment of
companies engaged in online commerce, and new state tax regulations may
subject us to additional state sales and income taxes.

     Because our services are accessible worldwide, other jurisdictions may
claim that we are required to qualify to do business as a foreign corporation
in a particular state or foreign country.  Our failure to qualify as a foreign
corporation in a jurisdiction where it is required to do so could subject us
to taxes and penalties for the failure to qualify and could result in our
inability to enforce contracts in such jurisdictions.  Any such new
legislation or regulation, or the application of laws or regulations from
jurisdictions whose laws do not currently apply to our business, could have a
material adverse effect on our business, results of operations, and financial
condition.

How We Compete

     The media asset management market is one of the newest in the rapidly
growing information services industry.  Competition at this time is broad with
many vendors offering systems that have some comparable features as our
current product.   However, to our knowledge, few have comparable features
for the management and distribution of images and to the best of our knowledge
none has the advanced viewing technology that we provide.  We believe our
viewing technology offers a competitive advantage over companies that offer
just media asset management products.

     We have an additional advantage as a certified Sprint Data Partner.  This
allows us to market ourselves as a total solution provider that can provide
the wide bandwidth connectivity that many businesses need for high-speed
Internet connections.

     Another competitive strategy we are using is offering our product as a
hosted application.  We believe that our strategy to provide AssetWare as a
hosted application and our custom system design capabilities provide us a
diversity of competitive market penetration opportunities.

     We believe that establishing and maintaining brand identity of our
products and services is critical to attracting new customers and retaining
our customer base of large corporations.  The importance of brand recognition
will continue to increase as new competitors enter the digital asset
management marketplace.  Promotion and enhancement of our brands will depend
largely on our success in developing leading edge products and this cannot
be assured.  If businesses do not associate our product names or brands with
high quality, or if we introduce new products or services that are not
favorably received, we will run the risk of compromising our product line
and decreasing the attractiveness of our products to potential new
customers.  In addition, to attract and maintain customers and to promote
our products in response to competitive pressures, we may find it necessary
to increase our financial commitment substantially to create and maintain
product loyalty among our customers.  If we are unable to provide high
quality services, or otherwise fail to promote and maintain our products,
or if we incur excessive expenses in an attempt to improve our services,
or promote and maintain our products, our business, results of operations,
and financial condition could be adversely affected.

     We are a development stage enterprise and have a limited operating
history on which to evaluate our potential for future success.  Other,
better financed companies may be developing similar products as ours which
could compete with our products.  Such competition could materially
adversely affect our financial condition.  Although we have been established
for five years, our initial product was not completed and sold until 1998.
There may exist better-capitalized companies on a parallel development path
with similar products addressing our target markets.  While the Internet
technology marketplace is extremely competitive, we have anticipated a
first-to-market advantage with our products.  However, other highly
capitalized companies that have recognized the absence of digital image
management products could overwhelm our first-to-market advantage with
expensive and expansive media blitzes that create the perception of a
dominant market presence and/or superior products. If we are unsuccessful
in addressing these risks and uncertainties, our business, results of
operations, and financial condition will be materially and adversely affected.

     We are continuing to develop our core products using a mix of readily
available open source software development tools.  Knowledgeable competitors
may be able to deduce how we have assembled our code base and be able to
develop competing products.  The principal advantage in utilizing open source
tools is the extremely high degree of portability they ensure. Migrating our
products from one operating system or hardware base to another is more easily
accomplished by avoiding proprietary development tools. The risk factor
inherent in the use of such freely available tools is the fact that a
sophisticated competitor might be able to imitate our work and produce
similar functionality.  Our product has two unique and highly desirable
features for e-commerce, medical, and other commercial applications.  Our
product offers the ability to magnify details in high-resolution graphic
images.  Our product also allows rapid transmission of a portion of such an
image based on user input, significantly enhancing the responsiveness of the
system to deliver images over the Internet. The ability to perform these
operations is based on a specific graphic image file format.  We recognize
that these significant features of our product could be a target for
imitation.  Any such imitation, should it occur, could have material adverse
effects on our business, operations, and financial condition.

Employees

     As of April 10, 2001, we had 20 employees, including 8 in systems
engineering; 7 in administration; 1 in sales; and 4 in scanning and site
development.  We offer and share in the cost of health and dental insurance.
A stock option plan for employees and others was adopted on August 3, 1999.
The competition for qualified personnel in our industry and geographic
location is intense, and there can be no assurance that we will be successful
in attracting, integrating, retaining and motivating a sufficient number of
qualified personnel to conduct our business in the future.    We have never
had a work stoppage, and no employees are represented under collective
bargaining agreements.  We consider our relations with our employees to be
good.  From time to time, we also utilize services of independent contractors
for specific projects or to support our research and development effort.

Business Risks

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

     - Rapid changes in technology relating to the Internet;

     - the continued growth and use of the Internet;

     - changes in government regulations

     - changes in our business strategies;

     - market acceptance of our products;

     - hardware failure of a catastrophic proportion;

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

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

     - catastrophic and universal hardware failure.

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

ITEM 2.  DESCRIPTION OF PROPERTY

     We lease a 6,002 square foot facility in Albuquerque, New Mexico, at a
cost of approximately $7,752 per month, increasing to approximately $8,502
over the term of the lease.  The lease expires approximately July 31, 2004.
The facility provides both administration and engineering offices.  It is in
close proximity to the location of the servers, and the two locations are
networked together by fiber optics.  The current space provides adequate room
for expansion.  It also contains an advanced telephone system which will
provide the capability needed to provide adequate customer telephone support.
Rent expense of $47,000 and improvements of approximately $28,000 were
provided through the payment of 75,000 shares of our common stock to the
landlord by Richard Govatski, our president, a director, and a principal
shareholder.

     We have also leased approximately 1,200 square feet in Santa Monica,
California to house the Working Knowledge, Inc. operations.  The lease term
extends for 36 months beginning June 8, 2000, and provides for monthly rental
payments of $3,000, with an annual increase of 3%.

     We also lease a Sun Solaris computer network under a master lease which
has an option to purchase the equipment at the end of the individual leases at
the then fair market value.  Monthly payments are approximately $6,500.

ITEM 3.  LEGAL PROCEEDINGS

     Neither our parent company nor any of its subsidiaries, or any of their
properties, is a party to any pending legal proceeding.  We are not aware of
any contemplated proceeding by a governmental authority.  Also, we do not
believe that any director, officer, or affiliate, any owner of record or
beneficially of more than five percent of the outstanding common stock, or
security holder, is a party to any proceeding in which he or she is a party
adverse to us or has a material interest adverse to us.

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

     No matters were submitted to a vote of the security holders during the
fourth quarter ended December 31, 2000.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     Our common stock did not commence trading either on the OTC Electronic
Bulletin Board or in the Pink Sheets until approximately August 1999.  We were
delisted from the Bulletin Board on October 21, 1999, and relisted on
November 14, 2000.  Our stock is currently quoted on the OTC Bulletin Board
under the symbol "NMXS."  The table below sets forth for the periods indicated
the high and low sales prices as reported on the Internet.  These quotations
reflect inter-dealer prices, without retail mark-up, mark-down, or commission
and may not necessarily represent actual transactions.

                              Quarter            High         Low
     FISCAL YEAR ENDED
     DECEMBER 31, 1999        Third             $3.375       $2.187
                              Fourth            $2.25        $1.00

     FISCAL YEAR ENDED
     DECEMBER 31, 2000        First             $4.50        $1.55
                              Second            $2.437       $0.75
                              Third             $1.312       $0.65
                              Fourth            $2.125       $0.51

     FISCAL YEAR ENDING
     DECEMBER 31, 2001        First             $1.50        $0.281

     Our shares are subject to Rule 15g-9 under the Exchange Act.  That rule
imposes additional sales practice requirements on broker-dealers that sell
low-priced securities designated as "penny stocks" to persons other than
established customers and institutional accredited investors.  The SEC's
regulations define a "penny stock" to be any equity security that has a market
price less than $5.00 per share or with an exercise price of less than $5.00
per share, subject to certain exceptions.  Currently our stock is a penny
stock.  We cannot assure you that our shares will ever qualify for exemption
from these restrictions. For transactions covered by this rule, a
broker-dealer must make a special suitability determination for the purchaser
and have received the purchaser's written consent to the transaction prior to
sale.  Consequently, the rule may affect the ability of broker-dealers to sell
our shares and may  affect the ability of holders to sell their shares in the
secondary market.

     We have entered into a consulting agreement dated January 1, 2001, with
Stockbroker Associates Corporation, a California based company, to provide
consulting and public relations services for us. These services will include
interaction with broker/dealers, shareholders, and members of the general
public.  The purpose of these services will be to inform the brokerage
community, our shareholders, and the general public about our business.  The
initial term of the agreement will be for three months commencing February 1,
2001.  After the initial term, the agreement will continue until terminated by
either party upon ten days' prior written notice.  The consultant will receive
an initial fee of 100,000 shares of Manhattan Scientifics, Inc., one of our
principal shareholders.  In consideration of furnishing this initial fee, we
have agreed to issue 1,500,000 Series C Warrants to Manhattan Scientifics.  We
have also agreed to issue up to 1,000,000 shares to the consultant as follows:
A monthly fee of 15,000 shares during the term of the agreement, and incentive
shares based upon increases in the number of shareholders and the trading
volume of the shares, increased market capitalization, and eligibility for
listing on NASDAQ.  The agreement provides mutual indemnification provisions,
including liability under the federal securities laws, based upon actions of,
or information furnished by, the other party.

Outstanding Options, Warrants, Convertible Securities

     At March 5, 2001, we had outstanding 1,676,790 options which we had
granted pursuant to our stock option plan.  In addition, we had outstanding
1,000,000 Series A Warrants and 1,090,000 Series B Warrants. We have also
granted registration rights to our securities counsel to register up 20,000 of
the outstanding restricted shares.

Shares Subject to Rule 144; Registration Rights

     At April 4, 2001, approximately 15,932,930 shares were "restricted"
within the meaning of Rule 144 under the Securities Act.  Of these shares,
approximately 14,867,363, including shares owned by our principal
shareholders, are believed to have satisfied the one-year holding requirement
of Rule 144.

Shareholders

     As of April 4, 2001, there were 375 holders of record of our shares as
reported to us by our transfer agent.

Dividends

     We did not declare any cash dividends on our common stock during the
years ended December 31, 2000 and 1999.  We have no plans to pay any dividends
to the holders of our common stock.

Sales of Unregistered Securities

     During the year ended December 31, 2000, the following securities were
sold by us without registering the securities under the Securities Act:

     In January 2000 we granted options to purchase 307,760 shares pursuant to
our stock option plan.  The options were granted to 15 persons without
registration under the Act by reason of the exemption from registration
afforded by the provisions of Rule 701 promulgated by the Securities and
Exchange Commission.  Each of these persons was an employee.  No underwriting
discounts or commissions were paid in connection with such issuances.

     In January 2000 we issued 50,000 shares to James Kurzmack in settlement
of termination of his employment with us.  Such securities were issued without
registration under the 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. Kurzmack delivered appropriate
investment representations to us with respect to such transaction and
consented to the imposition of restrictive legends upon the certificates
evidencing such securities.  No underwriting discounts or commissions were
paid in connection with such issuance.  Mr. Kurzmack was deemed to be a
sophisticated investor.  He had access to the kind of information normally
provided in a prospectus.

     In January and February 2000 we sold 1,090,000 units at $1.00 per unit to
24 accredited investors in a private placement of our shares; there were no
non-accredited investors in the offering.  The private offering was completed
on February 4, 2000.  The units consisted of one share of common stock and one
Series B Warrant to purchase one share of stock at $1.00, exercisable
commencing August 1, 2000, through January 17, 2005.  Such securities were
issued without registration under the Act by reason of the exemption from
registration afforded by the provisions of Section 4(2) thereof, and Rule 506,
as transactions by an issuer not involving any public offering.  Such
investors delivered appropriate investment representations to us with respect
to such transaction and consented to the imposition of restrictive legends
upon the certificates evidencing such securities.  No underwriting discounts
or commissions were paid in connection with such issuance.  Also, no general
solicitation or general advertising was used to market the securities.  We
determined that each investor was an accredited investor as defined in Rule
501(a) of Regulation D.  A Form D was filed on or about February 11, 2000.

     In April 2000 we granted options to purchase 150,000 shares pursuant to
our stock option plan.  The options were granted to Thomas H. Toevs, our legal
counsel, without registration under the Act by reason of the exemption from
registration afforded by the provisions of Rule 701 promulgated by the
Securities and Exchange Commission.  No underwriting discounts or commissions
were paid in connection with such issuance.  The options were granted for bona
fide services to us.  The services were not in connection with the offer and
sale of securities in a capital raising transaction, and do not directly or
indirectly promote or maintain a market for our stock.

     Also in April 2000 we granted options to purchase 250,000 shares pursuant
to our stock option plan.  The options were granted to William Copeland, an
outside consultant, without registration under the Act by reason of the
exemption from registration afforded by the provisions of Rule 701 promulgated
by the Securities and Exchange Commission.  No underwriting discounts or
commissions were paid in connection with such issuance.  The options were
granted for bona fide services to us.  The services were not in connection
with the offer and sale of securities in a capital raising transaction, and do
not directly or indirectly promote or maintain a market for our stock.

     In July 2000 we granted options to purchase 638,495 shares pursuant to
our stock option plan.  The options were granted to 23 persons without
registration under the Act by reason of the exemption from registration
afforded by the provisions of Rule 701 promulgated by the Securities and
Exchange Commission.  Each of these persons was an employee.  No underwriting
discounts or commissions were paid in connection with such issuances.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Year ended December 31, 2000 compared to year ended December 31, 1999

     During April, 2000, we acquired 100% ownership of Working Knowledge,
Inc., a Kansas corporation with its operating office in California, for a
total price of $150,000.  Working Knowledge, Inc. provides services which are
necessary to prepare, enter and maintain the customer's data on our software
system.  Working Knowledge, Inc. personnel include four employees.  Prior to
this purchase, certain customers were jointly serviced by our company and
Working Knowledge, Inc. and revenue was shared equally.

     Revenues for the year ended December 31, 2000, increased $490,000, or
184%, over the same period in 1999.  This increase includes approximately
$283,000 of additional revenue provided by the operations of Working
Knowledge, Inc. and the addition of the revenue which had been previously
shared by New Mexico Software, Inc. and Working Knowledge, Inc.  During the
year 2000, the beta testing of our software, which had been in effect since
our product was developed, was completed and we have begun to market our
software as a fully functional system.  Revenues are derived from both the
licensing of the software and the ongoing maintenance of the system.
Licensing revenue is recognized over the term of the license and maintenance
is recognized on a monthly basis.

     Operating costs and expenses were $3,076,000 for the year ended December
31, 2000, compared to $1,978,000 for 1999, an increase of 56%.    Operating
costs and expenses for the year 2000 were substantially increased over 1999
because the year 2000 represented the first full year of operation with a
complete staff and included the operation of Working Knowledge, Inc., which
contributed additional revenue and required additional expenses.  The fair
value of services which had been provided by the founder of  $120,000 was
recognized during 1999.  Approximately $732,000, representing the value of
stock which was distributed to various individuals as compensation for
services they provided to the organization, was included in operations for the
year ended December 31, 1999.  Operating costs and expenses for the year ended
December 31, 2000, reflect a complete year with the full-time staff which was
hired beginning in July, 1999, additions to the staff since that time, and the
expenses necessary to support that increased level of operation.  Total
salaries included in the results of operations for the year 2000 of $1,203,000
include approximately $302,000 attributed to research and development
engineering salaries and $140,000 for the operation of Working Knowledge,
Inc.  Office and occupancy expenses for 1999, including office rent,
utilities, office supplies, office equipment maintenance, copying and fax
costs, and telephone expenses, total approximately $78,000.  Those same
expenses total approximately $260,000 for the year ended December 31, 2000,
including approximately $42,000 for Working Knowledge, Inc.  The Working
Knowledge, Inc. facility is located in Santa Monica, California and rent
expense for that facility approximated $31,000.  Advertising expenses
increased from approximately $57,000 to $100,000; professional fees from
approximately $144,000 to $220,000; and travel from approximately $24,000 to
$78,000.  Research and development expenses increased from $150,000 for 1999
to $409,000 for the year ended December 31, 2000.  This reflects the
substantial increase in the engineering staff, which was begun in 1999 and
continues in the development of new products during 2000.

Liquidity and Capital Resources

At December 31, 2000

     We have no material commitments for capital expenditures as of December
31, 2000.  During the year ended December 31, 2000, we had a net cash decrease
of $963,000.  The year ended December 31, 1999, resulted in a cash increase of
$945,000.

     During the year ended December 31, 1999, the net cash decrease from
operating activities of $706,000 and equipment purchases of $137,000 were
offset by a sale of common stock which provided cash totaling $1,817,000.

     There was a net decrease in cash from operating activities of $1,612,000
for the year ended December 31, 2000.  The net loss of $2,271,000, as reduced
by non-cash expenses of  $817,000 for distribution of stock options for
services, depreciation and amortization, and adjusted for a net decrease
resulting from changes in assets and liabilities of $158,000, results in the
net decrease.

     Investing activities for the years ended December 31, 2000 and 1999
resulted in cash decreases due to property purchases of $316,000 and $137,000,
respectively.  During 2000 the common stock of Working Knowledge, Inc. was
purchased for a total price of $150,000.

     Financing activities during the year ended December 31, 2000, resulted in
a cash increase of $1,090,000 from the sale of our common stock.  The net
proceeds of the sale of stock during August, 1999 were approximately
$1,817,000.

     Cash requirements for the twelve months ending December 31, 2001, will be
largely dependent on our success in selling our products and services.  We
estimate that our cash requirements for product development and support, the
implementation of our marketing plan, the operation of Working Knowledge,
Inc., and the general and administrative expense to support these activities
will require approximately $1,700,000.  We anticipate that existing cash
balances, collection of existing accounts receivable, and revenues billed and
collected during the next twelve months, will provide sufficient liquidity to
meet our cash requirements through December 31, 2001.  Should anticipated
revenues not be achieved, we would be required to expend our current cash
balances, reduce our expenses, and possibly restrict or eliminate planned
potential business opportunities or respond to competitive pressures.  Should
our cash requirements exceed our current cash reserves and collected revenues,
there is no assurance that additional financing would be available to us.
Should these situations occur, they could have a material adverse effect on
our operations and financial condition.

     We anticipate that our ongoing sales effort, together with operations of
Working Knowledge, Inc., will require additional expense for personnel and
facilities.  However, we believe that revenue generated by this operation will
exceed these expenses.  We will also continue to invest in the research and
development effort required to enhance our current products and develop new
products which we believe will allow us to increase sales and market
penetration.

     We have experienced losses of $2,271,000 for the year ended December 31,
2000, and $1,687,000 for the year ended December 31, 1999.  We have
substantially decreased monthly expenses, primarily in the area of personnel
expenses, and we do not anticipate a material increase in monthly expenses
during the year 2001.  We believe that lower expenses, together with an
anticipated increase in revenues, will result in a small net income for the
year 2001.  Our operating results may fluctuate from quarter to quarter for
the foreseeable future.  We anticipate raising additional capital to fuel
the growth and expansion of the company.  If such additional financing is
required, but unavailable, we may not be able to develop markets for our
products before others introduce competing products.

     During January 2001 we entered into a line of credit with Los Alamos
National Bank.  The line of credit currently provides a maximum of $350,000 at
an interest rate of prime plus 1%.  As of April 5, 2001, the balance of
principal and interest due was approximately $332,000.  The line of credit
matures on July 24, 2001.  We intend to either renew the line of credit at
that time or repay the amount due from available cash balances.  In connection
with this line of credit, we issued 250,000 shares of our common stock to
Murray W. Kelly for furnishing a letter of credit in connection with
increasing the line of credit from $50,000 to $300,000.  We subsequently
increased the line of credit to $350,000; interest on the additional $50,000
is 16%.

ITEM 7.  FINANCIAL STATEMENTS

     The financial statements required by this item are set forth immediately
following the signature page of this annual report.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

     No disclosure is reportable under this item.

PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

General

     The following table sets forth our directors and executive officers,
their ages, and all offices and positions held with our company.  A director
holds office until his successor is elected and qualified.  Annual meetings to
elect directors are scheduled to be held on the 5th day of April in each year
if not a legal holiday, and if a legal holiday, then on the next succeeding
day that is not a holiday, at 10:00 am.  Officers are chosen by the Board of
Directors and hold office until their successors are chosen and qualified.
Officers may be removed with or without cause by the affirmative vote of a
majority of the whole Board of Directors.

     Name                    Age     Position                   Director Since
     Richard Govatski         56     Chairman, President & CEO      1999
     Marvin Maslow            63     Director                       1999
     Scott L. Bach            38     Director                       1999
     Marc Orchant             43     Vice President Marketing
     Teresa B. Dickey         55     Secretary & Treasurer

     Set forth below is certain biographical information regarding our
executive officers and directors:

     RICHARD GOVATSKI has been the chairman, CEO, and president of New Mexico
Software, Inc., since 1996.

     MARVIN MASLOW has been the president and chairman of Manhattan
Scientifics Inc., one of our principal shareholders, a high technology and
commercialization company, since January 1998.  Manhattan Scientifics, Inc., a
development stage reporting company, is a technology incubator that seeks to
acquire, develop and bring to market life-enhancing technologies in various
fields of endeavor, with emphasis in the area of consumer and commercial
electronics.  He has also served as chief executive officer and chairman of
the board of Tamarack Storage Devices, Inc., a wholly owned subsidiary of
Manhattan Scientifics, Inc. since November, 1996.  From June 1990 until
September 1996, he was the chief executive officer of Projectavision, Inc., a
company he co-founded to develop and market video projection technology.

     SCOTT BACH has been a practicing attorney since 1987.  He has been the
owner of Bach & Associates, a law firm located in New York since September
1995.  He is an officer and director of Manhattan Scientifics Inc., which is
one of our principal shareholders, and Tamarack Storage Devices, Inc., a
wholly owned subsidiary of Manhattan Scientifics.  Manhattan Scientifics is a
reporting company.

     MARC ORCHANT has been employed as the vice-president of marketing for New
Mexico Software since August 1999.  From March 1998 until August 1999 he was
employed by AGFA Corporation as a market development manager in the company's
digital printing systems group.  AGFA Corporation is a worldwide supplier of
graphics, photographic and medical imaging technologies and consumables. The
company's worldwide headquarters are in Belgium with US headquarters in
Ridgefield Park, NJ. From February 1989 until March 1998 he was employed by
Aibus Corporation, doing business as Subia, as director of training and as
operations manager.  Aibus Corporation is an Albuquerque, NM-based digital
graphics company. It offers design, production and digital output services to
the advertising and marketing industries, corporate clients and individual
graphic designers. Output services include film separations for offset
printing, large format color posters, digital color printing, and digital
photography.

     TERESA B. DICKEY has been the secretary/treasurer of our company since
August 1999.  From 1988 until 1999 she was employed by Sandia National
Laboratory as art director.  Sandia National Laboratory is a U.S. Department
of Energy national security laboratory.

ITEM 10.  EXECUTIVE COMPENSATION

General

     The following summary compensation table sets forth the aggregate
executive compensation awarded to, earned by, or paid to the named executive
officer for all services rendered in all capacities to our company, or any of
its subsidiaries, for the years ended December 31, 2000, 1999, and 1998:


                                                        LONG-TERM
                         ANNUAL COMPENSATION            COMPENSATION

                                                                Securities
                                                  Restricted    Under-
Name and                             Other Annual Stock         lying
Principal        Year Salary Bonus  Compensation  Award(s)      Options
Position(s)             ($)   ($)        ($)       ($)           (#)

Richard Govatski,
 CEO              2000 $120,000 -0-     -0-         -0-           -0-
                  1999  $65,000 -0-     -0-         -0-         500,000
                  1998   -0-    -0-     -0-         -0-           -0-

     During the year 2000, $15,000 of the salary of Mr. Govatski was not
paid, but has been accrued.

     No options were granted to the named executive officer during the year
ended December 31, 2000.

     No options were exercised by the named executive officer during the year
ended December 31, 2000.  The following table sets forth the year-end
in-the-money option numbers and values for the named executive officer:

                        Number of
                        Securities Underlying        Value of Unexercised
                        Unexercised Options          In-The-Money Options
                        At Fiscal Year-end (#)       At Fiscal Year-end ($)
Name                    Exercisable/Unexercisable    Exercisable/Unexercisable

Richard Govatski, CEO      76,000 (exercisable)           $1,520
                          304,000 (unexercisable)         $6,080

     At December 31, 2000, Mr. Govatski held options to purchase 500,000
shares.  Of these, 380,000 were exercisable at $0.75 per share and 120,000
were exercisable at $0.825 per share.  Twenty percent of the total options
held by Mr. Govatski had vested at December 31, 2000.  The closing price of
the common stock at December 31, 2000, was $0.77 per share, which management
believes represents the fair market value of the stock on that date. Thus,
only the options exercisable at $0.75 per share were in-the-money options at
year-end.

Employment Agreements

     We have a three-year employment contract with Mr. Govatski to act as our
president and chief executive officer on a full-time basis.  The agreement
commenced on January 1, 2000.  The annual base salary is $120,000, which
amount is subject to review by the Board of Directors each year commencing as
of January 1, 2000.  During the year ended December 31, 2000, we did not pay
$15,000 of Mr. Govatski's salary, which amount had been accrued.  No salary
has been paid during the year beginning January 1, 2001.  He is entitled to
a bonus from time-to-time as may be determined solely by the Board of
Directors.  As part of his benefits he received options to purchase 500,000
shares of our common stock as discussed below.   We have also agreed to
provide him with a long-term disability insurance policy and with group
health, hospitalization, major medical insurance, and other similar
benefits as we may adopt in the future.  The only benefits provided at this
time are medical and dental insurance.  We have also agreed to maintain a
$1,000,000 life insurance policy which permits him to designate the
beneficiary.  We are in the process of securing these life insurance
benefits, but no life insurance benefits are yet in place.  We also
purchased an automobile for approximately $36,000 and provide him use of the
automobile for business purposes.  The employment contract also contains
standard confidentiality provisions and a one-year non-competition
provision after termination.  The agreement is terminable for cause by a
vote of two-thirds of the directors.  It can also be terminated upon
three-month's notice if he becomes incapacitated for a period of six
months or immediately upon his death.

     We have entered into an arrangement with Marvin Maslow to pay him an
annual salary of $60,000 to work part-time as a consultant for us.  We have
also leased a car for him.  This arrangement can be terminated by the Board of
Directors at any time.  During the year ended December 31, 2000, we did not
pay $2,500 of Mr. Maslow's salary, which amount has been accrued.  No salary
has been paid to Mr. Maslow during the year commencing January 1, 2001.

Compensation of Directors

     Directors are permitted to receive fixed fees and other compensation for
their services as directors.  The Board of Directors has the authority to fix
the compensation of directors.  No amounts have been paid to, or accrued to,
directors in such capacity.  No compensation was paid or accrued for the
directors' services during the year ended December 31, 2000.

Stock Option Plan

     As of the closing of the reverse acquisition with New Mexico Software, we
adopted a stock option plan, pursuant to which we are authorized to grant
options to purchase up to 3,000,000 shares of our common stock to our key
employees, officers, directors, consultants, and other agents and advisors.
Awards under the plan consist of both incentive and non-qualified options.  At
March 30, 2001, we had granted options to purchase 2,061,735 shares of common
stock, 468,807 of which had been forfeited as a result of employee termination
and 1,592,928 of which remained outstanding and unexercised.

     The plan is administered by the Board of Directors which will determine
the persons to whom awards will be granted, the number of awards to be granted
and the specific terms of each grant, including the vesting thereof, subject
to the provisions of the plan.

     Persons who are eligible to participate in the plan include the
      following:

     - Employees, as to both incentive and non-qualified options;
     - Non-employee members of the Board, as to non-qualified options; and
     - Consultants and other independent advisors, as to non-qualified
        options.

     In connection with incentive stock options, the exercise price of each
option may not be less than 100% of the fair market value of the common stock
on the date of grant, or 110% of the fair market value in the case of a
grantee holding more than 10% of our outstanding stock.  The aggregate fair
market value of shares for which incentive stock options are exercisable for
the first time by such employee, or 10% shareholder, during any calendar year
may not exceed $100,000.  Non-qualified stock options granted under the plan
may be granted at a price determined by the Board of Directors, not to be less
than the fair market value of the common stock on the date of grant.

     No option may be granted to be exercised more than 10 years after the
grant date.  The terms of options outstanding at the time of a persons
cessation of service, death, permanent disability, or misconduct are reduced
to the following periods, but not to exceed the original term:

     - Three months after cessation of services, except by reason of
        death, permanent disability, or misconduct;
     - Twelve months after the optionee's death or permanent disability;
        and
     - Immediately upon termination for misconduct.

     The plan also contains provisions affecting outstanding options in the
case of certain corporate transactions or in the event of a change of
control.  If we should enter into a merger or consolidation, or in the event
of a tender or exchange offer, in which securities representing more than 50%
of the voting control are transferred to an outside party, or if we should
sell, transfer, or dispose of all, or substantially all of our assets, we
could accelerate the vesting and termination dates of these options.  We could
also elect to terminate outstanding purchase rights associated with the
options.  In the alternative, the options could be assumed and adjusted for
the particular corporate transaction.

     ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information derived from the named
person, or from the transfer agent, concerning the ownership of common stock
as of April 4, 2001, of (i) each person who is known to us to be the
beneficial owner of more than 5 percent of the common stock; (ii) all
directors and executive officers; and (iii) directors and executive officers
as a group:

                             Amount and Nature
Name and Address             of Beneficial
of Beneficial Owner          Ownership               Percent of Class

Richard Govatski              5,360,500(1)              25.42%
5041 Indian School Rd NE
Albuquerque, NM  87110

Manhattan Scientifics, Inc.   5,311,300(2)              25.31%
Olympic Tower
641 5th Ave.
Suite 36 F
New York, NY 10022

Marvin Maslow                 5,311,300(2)              25.31%
Olympic Tower
641 5th Ave.
Suite 36 F
New York, NY 10022

Michael Lauer                 5,311, 300(2)             25.31%
475 Steamboat Road
Greenwich, CT 06830

Scott L. Bach                    100,000(3)                 *
1 Rockefeller Plaza
New York NY 10020

Marc Orchant                      61,000(4)                 *
5041 Indian School Rd NE
Albuquerque, NM  87110

Teresa B. Dickey                  78,000(5)                 *
5041 Indian School Rd NE
Albuquerque, NM  87110

Executive Officers and
Directors as a Group
(5 Persons)                   10,910,800                51.46%

     *Represents less than 1%.

     (1) This number of shares includes options to purchase 100,000 shares,
which options have vested and are currently exercisable.  The shares
underlying these options are included in the table and are considered to be
outstanding for purposes of computing the percentage interest held by Mr.
Govatski.
     (2) These shares are held directly in the name of Manhattan Scientifics,
Inc.  Mr. Maslow, one of our directors, is an officer and director of
Manhattan Scientifics, Inc., and is deemed to share beneficial interest in
these shares.  Mr. Lauer is a principal beneficial owner of the stock of
Manhattan Scientifics and is deemed to share beneficial ownership of these
shares.
     (3) This number of shares includes options to purchase 60,000 shares,
which options have vested and are currently exercisable.  The shares
underlying these options are included in the table and are considered to be
outstanding for purposes of computing the percentage interest held by Mr.
Bach.
     (4) This number of shares includes options to purchase 31,000 shares,
which options have vested and are currently exercisable.  The shares
underlying these options are included in the table and are considered to be
outstanding for purposes of computing the percentage interest held by Mr.
Orchant.
     (5) This number of shares includes options to purchase 28,000 shares,
which options have vested and are currently exercisable.  The shares
underlying these options are included in the table and are considered to be
outstanding for purposes of computing the percentage interest held by Ms.
Dickey.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Richard Govatski, our president, director, and principal shareholder, may
be deemed a promoter in relation to the organization of our business.  In
connection with the acquisition of New Mexico Software, Mr. Govatski exchanged
all 1,000 of his shares of New Mexico Software for 5,597,000 shares in the
public company.

     During the years ended December 31, 1999 and 2000, we advanced a total
of $50,000 to Mr. Govatski.  This amount is repayable on or before December
31, 2001, and bears interest at 7% per annum.

     We have a line of credit with Los Alamos National Bank in the maximum
principal amount of $350,000, with approximately $332,000 in principal and
interest due as of April 5, 2001.  Mr. Govatski has personally guaranteed
repayment of $100,000 of this line of credit.

     The lease payments for our office based in Albuquerque, New Mexico,
of $47,000 and improvements of approximately $28,000 were provided through
the payment of 75,000 shares of our common stock to the landlord by Richard
Govatski, our president, a director, and a principal shareholder.  In March
2001, the Board of Directors agreed to issue 75,000 shares to Mr. Govatski
for providing his shares to the landlord.

     In March 2001 the Board of Directors authorized the issuance of 1,500,000
Series C Warrants to Manhattan Scientifics, Inc., one of our principal
shareholders.  These warrants were issued in consideration of Manhattan
Scientifics issuing 100,000 of its common shares to Stockbroker Associates
Corporation as required in the agreement dated January 1, 2001, between us and
this consultant.

     We have granted options to Mr. Govatski under our option plan to purchase
an aggregate of 500,000 shares of common stock.  The options were granted in
August 1999 and vest at the rate of 20% per year.  Of the total options,
380,000 are exercisable at $0.75 per share and 120,000 are exercisable at
$0.825 per share.

     We have granted options under our option plan to Teresa Dickey, one of
our executive officers, to purchase an aggregate of 115,000 shares.  Of the
total options, 56,000 were granted in January 2000 and are exercisable at
$2.125 per share; 56,000 were granted in July 2000 and are exercisable at
$1.25 per share; and 3,000 were granted in January 2001 and are exercisable at
$0.77 per share.  The options vest at the rate of 50% per year.

     We have granted options under our option plan to Marc Orchant, one of our
executive officers, to purchase an aggregate of 128,490 shares.  Of the total
options, 62,000 were granted in January 2000 and are exercisable at $2.125 per
share, 62,000 were granted in July 2000 and are exercisable at $1.25 per
share, and 4,490 were granted in January 2001 and are exercisable at $0.77 per
share.  The options vest at the rate of 50% per year.

     We have granted options under our option plan to Scott Bach, one of our
directors, to purchase 60,000 shares at $0.3125 per share.  The options were
immediately vested upon granting.

ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K

     (a)(1)     Financial Statements.  The following financial statements are
included in this report:
                                                                        Page
     Report of Auditor                                                   F-1
     Consolidated Balance Sheet as of December 31, 2000                  F-2
     Consolidated Statements of Operations for two years ended
     December 31, 2000 and 1999                                          F-4
     Statement of Stockholders' Equity for the two years ended
     December 31, 2000                                                   F-5
     Consolidated Statement of Cash Flows for the two years ended
     December 31, 2000 and 1999                                          F-6
     Notes to Financial Statements                                       F-7

     (a)(2)     Exhibits.  The following exhibits are included as part of this
report:

     Exhibit No.     Description of Exhibit                          Location

     2.1          Reorganization agreement dated August 3, 1999          (1)
     2.2          Acquisition Agreement with Working Knowledge           (2)
     3.1          Articles of Incorporation, as amended                  (1)
     3.2          By-Laws of the Company currently in effect             (1)
     4.1          Form of Common Stock Certificate                       (1)
     4.2          Form of Series A Warrant Certificate                   (1)
     4.3          Form of Warrant Agency Agreement for Series A Warrants (1)
     4.4          Form of Series B Warrant Certificate                   (1)
     4.5          Form of Series C Warrant Certificate               Attached
     5.1          Opinion re Legality                                    (1)
     10.1         Sun Microsystems Lease                                 (1)
     10.2         Building Lease                                         (1)
     10.3         Form of Employee Confidentiality Agreement             (1)
     10.4         Stock Option Plan                                      (1)
     10.5         Employment Agreement of Mr. Govatski                   (2)
     10.6         Consulting Agreement dated January 1, 2001 with
                   Stockbroker Associates Corporation                Attached
     21.1         List of Subsidiaries                                   (1)
     27.1         Financial Statement Schedule                       Attached

     (1) Filed  with the Securities and Exchange Commission on February 11,
2000, as an exhibit with our original filing of a registration statement on
Form SB-2 (SEC File No. 333-30176).
     (2) Filed  with the Securities and Exchange Commission on July 31, 2000,
as an exhibit with our second amended filing of a registration statement on
Form SB-2 (SEC File No. 333-30176).

     (b)  Reports on Form 8-K: No current reports on Form 8-K were filed
during the fourth quarter ended December 31, 2000.

SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                   NMXS.COM, Inc.

Date: April 9, 2001        By: /s/ Richard Govatski
                                   Richard Govatski, President and Chief
                                   Executive Officer

     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacitates and
on the dates indicated.

Date: April 9, 2001            /s/ Richard Govatski
                                   Richard Govatski, Director

Date: April 9, 2001            /s/ Marvin Maslow
                                   Marvin Maslow, Director

Date:                              Scott L. Bach, Director

Date: April 9, 2001            /s/ Teresa Dickey
                                   Teresa Dickey, Principal Financial Officer

Date: April 9, 2001            /s/ Robert A. Armstrong
                                   Robert A. Armstrong, Controller


<PAGE>
NMXS. COM, INC. AND SUBSIDIARIES
(a development stage enterprise)

CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2000


     INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
NMXS.com, Inc.


We have audited the accompanying consolidated balance sheet of NMXS.com, Inc.
and subsidiaries (a development stage enterprise) as of December 31, 2000, and
the related consolidated statements of operations, stockholders' equity
(capital deficiency) and cash flows for each of the two years in the period
ended December 31, 2000 and for the period from April 2, 1996 (date of
inception) to December 31, 2000. These consolidated financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the consolidated financial statements enumerated above present
fairly, in all material respects, the consolidated financial position of
NMXS.com, Inc. and subsidiaries as of December 31, 2000 and the consolidated
results of their operations and their consolidated cash flows for each of the
two years in the period ended December 31, 2000 and from April 2, 1996 (date
of inception) to December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note A to the
financial statements, the company has suffered recurring losses from
operations, and negative cash flows from operations that raise substantial
doubt about it's ability to continue as a going concern.  Management's plans
in regard to these matters are also described in Note A.  The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.

/s/ Richard A. Eisner & Company, LLP

    Florham Park, New Jersey
    February 23, 2001


      F-1
<PAGE>

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

Consolidated Balance Sheet
December 31, 2000

ASSETS
Current assets:
Cash and cash equivalents                                          $     14,000
Restricted cash                                                          40,000
Accounts receivable, less allowance for doubtful accounts
 of $40,000                                                             223,000
Estimated earnings in excess of billings on uncompleted contracts       183,000
Prepaid expenses and other assets                                        62,000
Officer advances                                                         50,000
                                                                       --------
Total current assets                                                    572,000

Furniture, equipment and improvements - net                             411,000
Security deposits                                                        13,000
Goodwill                                                                127,000
                                                                       --------
                                                                   $  1,123,000
                                                                       ========
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses                              $    173,000
Estimated billings in excess of earnings on uncompleted
 contracts                                                              124,000
Note payable                                                             37,000
                                                                       --------
Total current liabilities                                               334,000
                                                                       --------
Commitments

STOCKHOLDERS' EQUITY
Capital stock $.001 par value:
Preferred stock, authorized 500,000 shares; issued and
 outstanding -                                                            none
Common stock, authorized 50,000,000 shares; 20,733,836 shares issued
 and outstanding, 75,000 shares issuable                                 20,000
Additional paid-in capital                                            6,071,000
Deficit accumulated during the development stage                     (5,302,000)
                                                                       --------
Total stockholders' equity                                              789,000
                                                                       --------
                                                                $     1,123,000
                                                                       ========

                      F-2
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Consolidated Statements of Operations

                                                                   Period From
                                                                  April 2, 1996
                                                                   (Inception)
                                                 Year Ended          Through
                                                December 31,       December 31,
                                              2000       1999          2000


Revenues                                  $ 756,000   $  266,000    $ 1,295,000
                                           --------    ---------      ---------
Operating costs and expenses:
Cost of services                            254,000      177,000        559,000
General and administrative                2,413,000    1,651,000      4,218,000
Research and development                    409,000      150,000        741,000
                                           --------    ---------      ---------
Total operating costs
and expenses                              3,076,000    1,978,000      5,518,000
                                           --------    ---------      ---------
Other income (expense):
Interest income                              52,000       26,000         78,000
Interest expense                             (3,000)      (1,000)        (4,000)
                                           --------    ---------      ---------
                                             49,000       25,000         74,000
                                           --------    ---------      ---------
Net loss/comprehensive loss        $     (2,271,000) $(1,687,000)   $(4,149,000)
                                           ========    =========      =========
Basic and diluted loss per share:
Weighted average number of
 common shares outstanding               20,621,000   11,878,000
                                           ========    =========
Basic and diluted loss per share     $         (.11) $      (.14)
                                           ========    =========

               F-3
<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Consolidated Statements of Stockholders' Equity (Capital Deficiency)

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

Initial issuance of shares
 to founder for $1,000       118,800   $     0  $     1,000             $ 1,000
                            --------    -------    --------             -------
Balance, December 31, 1996   118,800         0        1,000               1,000
Fair value of services
 provided by founder                                 75,000              75,000
Net loss/comprehensive loss                                 $ (77,000)  (77,000)
                            --------    -------    --------  --------   -------
Balance, December 31, 1997   118,800         0       76,000   (77,000)   (1,000)

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

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

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


            F-4
<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Consolidated Statements of Cash Flows

                                                                   Period From
                                                                  April 2, 1996
                                                                   (Inception)
                                                                     Through
                                       Year Ended December 31,     December 31,
                                         2000          1999           2000

Cash flows from operating activities:
Net loss/comprehensive loss           $ (2,271,000)  $ (1,687,000) $ (4,149,000)
Adjustments to reconcile net
 loss/comprehensive loss to net cash
 used in operating activities:
Common stock issuable for rent              47,000                       47,000
Common stock issued for services                          732,000       732,000
Stock options issued for services          637,000        267,000       904,000
Fair value of services provided
 by founder                                               120,000       285,000
Depreciation                                70,000         20,000        95,000
Provision for bad debt                      40,000                       40,000
Amortization of goodwill                    23,000                       23,000
Changes in:
Notes receivable                            20,000        (20,000)
Accounts receivable                       (186,000)       (53,000)     (263,000)
Estimated earnings in excess of
 billings on uncompleted contracts        (183,000)                    (183,000)
Inventory                                    7,000         (7,000)
Prepaid expenses and other assets          (25,000)        (4,000)      (29,000)
Officer advances                            (5,000)       (29,000)      (50,000)
Accounts payable and accrued expenses      100,000        (17,000)      138,000
Billings in excess of estimated earnings
 on uncompleted contracts                  114,000        (28,000)      124,000
                                         ---------        -------     ---------
Net cash used in operating activities   (1,612,000)      (706,000)   (2,286,000)
                                         ---------        -------     ---------
Cash flows from investing activities:
Acquisition of fixed assets               (316,000)      (137,000)     (477,000)
Acquisition of subsidiary                 (115,000)                    (115,000)
Security deposits                           (7,000)        (6,000)      (13,000)
                                         ---------        -------     ---------
Net cash used in investing activities     (438,000)      (143,000)     (605,000)
                                         ---------        -------     ---------
Cash flows from financing activities:
Loan from (repayment to) stockholder                      (23,000)
Proceeds from note payable                                 37,000        37,000
Net proceeds from issuance of common
 stock                                   1,090,000      1,817,000     2,908,000
Restricted cash                             (3,000)       (37,000)      (40,000)
                                         ---------        -------     ---------
Net cash provided by financing
 activities                              1,087,000      1,794,000     2,905,000
                                         ---------        -------     ---------
Net increase (decrease) in cash
 and cash equivalents                     (963,000)       945,000        14,000
Cash and cash equivalents, beginning
 of period                                 977,000         32,000
                                         ---------        -------     ---------
Cash and cash equivalents, end
 of period                            $     14,000     $  977,000   $    14,000
                                         =========        =======     =========
Supplemental disclosure of cash
 flow information:
Interest paid                         $      3,000                  $     3,000

Supplemental disclosures of
 noncash investing and
 financing activities:
Common shares issuable for leasehold
 improvements and prepaid rent        $     62,000                  $    62,000


               F-5

<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2000


NOTE A - ORGANIZATION AND OPERATIONS

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

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

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

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

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

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

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

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

               F-6

<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2000

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1]     Principles of consolidation:

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

[2]     Revenue recognition:

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

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

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

[3]     Cash and cash equivalents:

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

[4]     Furniture, equipment and improvements:

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

[5]     Income taxes:

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

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

               F-7

<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2000

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[6]     Per share data:

The basic and diluted per share data has been computed on the basis of the net
loss available to common stockholders for the period divided by the historic
weighted average number of shares of common stock adjusted for the retroactive
treatment of common shares issued to the founder (historical number of shares
represents the shares issued by Conserve to NMS' stockholders in connection
with the reverse merger) immediately prior to the reverse acquisition.
Weighted average number of shares in 2000 and 1999 also includes 75,000 and
50,000 shares issuable as of December 31, 2000 and 1999, respectively.  The
50,000 shares were issued in January 2000 and the 75,000 shares will be issued
in April 2001.  All potentially dilutive securities have been excluded from
the computations since they would be antidilutive, however, these dilutive
securities could potentially dilute basic earnings per share in the future.

[7]     Research and development expenses:

Costs of research and development activities are expensed as incurred.

[8]     Advertising expenses:

The Company expenses advertising costs which consist primarily of direct
mailings, promotional items and print media, as incurred.  Advertising
expenses amounted to $100,000, $57,000 and $157,000 for the years ended December
 31, 2000 and 1999 and the cumulative period April 2, 1996 (inception) through
December 31, 2000, respectively.

[9]     Use of estimates:

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

[10]     Stock-based compensation:

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


[11]     Software development:

The Company accounts for computer software development costs in accordance
with Statement of Financial Accounting Standards No. 86, "Accounting for the
Costs of Computer Software to be Sold, Leased or Otherwise Marketed".  As
such, all costs incurred prior to the product achieving technological
feasibility are expensed as research and development costs.  Technological
feasibility is generally achieved upon satisfactory beta test results.  Upon
achieving technological feasibility, programming costs are capitalized and
amortized over the economic useful live which is estimated to be two years.
There were no capitalized software development costs as of December 31, 2000.

               F-8

<PAGE>
Notes to Consolidated Financial Statements
December 31, 2000

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[12]     Rental expense:

The Company has recognized the total minimum rental payments due under the
lease on a straight-line basis over the lease term.  As of December 31, 2000,
the Company has a prepaid rent asset of $11,000.

[13]     Goodwill:

Goodwill resulting from the acquisition of Working Knowledge, Inc., accounted
for as a purchase, is being amortized on a straight-line basis over 5 years.
The carrying value of goodwill is analyzed when events and circumstances
warrant such a review.  Such analysis is based upon the expected future cash
flows of Working Knowledge, Inc.  Amortization of $23,000 has been included in
general and administrative expenses for the year ended December 31, 2000.


NOTE C - RESTRICTED CASH

The Company renewed a certificate of deposit in the amount of $39,000 to
collateralize a note payable.  Interest is compounded on a quarterly basis at
an annual percentage yield of 8.0%.


NOTE D - FURNITURE, EQUIPMENT, AND IMPROVEMENTS

Furniture, equipment, and improvements as of December 31, 2000 consists of the
following:


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

Accumulated depreciation                     (95,000)
                                            --------
                                       $     411,000
                                            ========

NOTE E - NOTE PAYABLE

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


NOTE F - CAPITAL TRANSACTIONS

Common stock:

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

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

               F-9

<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2000

NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

During 1999, the Company effected the following stock transactions:

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

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

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

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

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

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

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

During 2000, the Company effected the following stock transactions:

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

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

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

               F-10

<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2000

NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

Warrants:

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

Stock options:

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

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 December 31, 2000 are as follows:

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

$.75        452,000        3.6       $  .75       90,000     $     .75
 .825        120,000        3.6         .825       24,000          .825
1.25        324,000        9.5         1.25            0          1.25
1.625       400,000        9.3         1.625      73,000         1.625
2.125       297,000        9.0         2.125     149,000         2.125

               F-11

<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2000

NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

     Summary of Options Granted and Outstanding:

                                                Year Ended December 31,
                                               2000                 1999

                                                Weighted          Weighted
                                                Average           Average
                                                Exercise          Exercise
                                     Shares     Price     Shares  Price
Options:
 Outstanding at beginning of year    572,000     $ .77
 Granted                           1,346,000      1.56   647,000     $.76
 Cancelled                          (325,000)     1.28   (75,000)     .75
                                   ---------    ------   -------     ----
 Outstanding at end of year        1,593,000     $1.33   572,000     $.77
                                   =========    ======   =======     ====

During the year ended December 31, 1999, the Company issued 647,000 options of
which 75,000 options were cancelled in 1999.  The most recent quoted market
price of the Company's common shares was $3 per share at the date of grant.
The total fair value of such options approximated $1,391,000. There were no
options outstanding prior to August 3, 1999. Through December 31, 2000,
114,000 of the 572,000 options have vested.  The charge for the 67,000 options
that vested during 2000 and the 47,000 options that vested during 1999
approximated $518,000 and $267,000, respectively, and are reflected in the
statements of operations for the years ended December 31, 2000 and 1999 in
general and administrative expenses.

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

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

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

               F-12

<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2000

NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

During April 2000, the Company entered into an agreement with a third party to
provide legal services to the Company in exchange for an initial grant of
150,000 options at an exercise price of $1.625, equal to the fair value of the
common stock.  In accordance with the agreement, legal counsel earns as a
retainer fee an automatic vesting of 1,000 options each month services are
rendered and earns additional vesting of stock options for services rendered
based on a calculation defined in the agreement.  The fair value of each of
these options has been estimated on the date of grant using the Black-Scholes
option pricing model.  The weighted average fair value of these options was
$1.62.  The following assumptions were used in computing the fair value of
these option grants.  Weighted average risk-free interest rate of 5.99%; zero
dividend yield, volatility of the Company's common stock of 218% and an
expected life of the options of ten years.  As of December 31, 2000 options
valued at approximately $38,000 were earned and are reflected in general and
administrative expenses.

During April 2000, the Company entered into an independent account
representative agreement with a third party to provide outside sales services
to the Company in exchange for a grant of 250,000 options at an exercise price
of $1.625, equal to the fair value of the common stock.  In accordance with
the agreement, 50,000 options vested as of the effective date of the agreement
and additional stock options vest based on services rendered as defined in the
agreement.  The fair value of each of these options has been estimated on the
date of grant using the Black-Scholes option pricing model.  The weighted
average fair value of these options was $1.62.  The following assumptions were
used in computing the fair value of these option grants.  Weighted average
risk-free interest rate of 5.99%; zero dividend yield, volatility of the
Company's common stock of 218% and an expected life of the options of ten
years.  As of December 31, 2000, options valued at approximately $81,000 were
earned and are reflected in general and administrative expenses.

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

The following table summarizes the pro forma operating results of the Company
for December 31, 2000 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  $(2,602,000)

               Pro forma basic and diluted loss per share                $(.13)

As of December 31, 2000, the Company has reserved 5,090,000 shares of its
common stock for issuance upon exercise of stock options and warrants.

               F-13

<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2000

NOTE G - INCOME TAXES

The significant components of the Company's deferred tax asset as of December
31, 2000 are as follows:

Deferred income tax asset:
Net operating losses carryforwards     $     1,114,000
Deferred compensation                          298,000
Other                                           17,000
                                             1,429,000
Valuation allowance                         (1,429,000)

Net deferred tax asset                 $     0

The significant components of the provision for income taxes for the years
ended December 31, 2000 and 1999 are as follows:
                                             2000           1999

Deferred:
Federal                           $     (704,000)     $     (499,000)
State                                   (132,000)            (94,000)
Change in valuation allowance            836,000             593,000

Total deferred income taxes       $     0             $     0


As of December 31, 2000, the Company has net operating loss carryforwards of
approximately $2,934,000 for federal income tax purposes, which expire through
2020.  In the event of potential future ownership changes (Note A), Internal
Revenue Code Section 382 limits the amount of such net operating loss
carryforward available to offset future taxable income.

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

                                                2000       1999

Statutory federal income tax rate              34.0%       34.0%
Increase in valuation allowance               (31.0)      (32.1)
Other                                          (3.0)       (1.9)

Effective income tax rate                         0%          0%

               F-14

<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2000

NOTE H - RELATED PARTY TRANSACTIONS

Officer advances:

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

Officer compensation:

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

Management Services:

An officer and stockholder of a significant stockholder was hired in September
1999 and provides management and consulting services to the Company at an
annual rate of $60,000.  The amount charged to operations for the years ended
December 31, 2000 and 1999 amounted to $60,000 and $20,000, respectively.

Rent:

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


NOTE I - COMMITMENTS

Leases:

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

Year Ending
December 31,

2001         $     164,000
2002               164,000
2003               138,000
2004                74,000

Rent expense for the years ended December 31, 2000 and 1999 amounted to
$165,000 and $33,000, respectively.

Employment agreement:

On December 10, 1999, the Company entered into an employment and
noncompetition agreement with a stockholder to act in the capacity of
President and Chief Executive Officer.  The term of the employment agreement
is for three years and the noncompetition agreement is for one year with both
agreements commencing on January 1, 2000.  The agreement allows for a one year
renewal option unless terminated by either party.  Base salary is $120,000 per
annum with available additional cash compensation as defined in the
agreement.

               F-15

<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2000

NOTE J - MAJOR CUSTOMERS

During the year ended December 31, 2000, two customers accounted for 13% and
12% of the Company's revenue.  During the year ended December 31, 1999, four
customers accounted for 33%, 30%, 17% and 15% of the Company's revenue.

As of December 31, 2000, balances due from four customers comprised 26%, 20%,
12% and 12% of total accounts receivable.  As of December 31, 1999, balances
due from three customers comprised 43%, 13% and 12% of total accounts
receivable.


NOTE K - PRO FORMA FINANCIAL INFORMATION

The following pro forma information is provided to reflect the consolidated
operations of the Company and its subsidiaries for the year ended December 31,
2000 and 1999, assuming that the purchase of Working Knowledge, Inc. which
occurred April 2000 was consummated at the beginning of the period.

                                2000               1999

Sales                  $     1,584,000     $      1,045,000
Net loss                    (2,297,000)          (1,597,000)
Loss per share                    (.11)                (.13)


NOTE L - SUBSEQUENT EVENTS

[1]     Bank financing:

The Company obtained short-term bank financing in January 2001 in the amount
of $350,000 for working capital requirements. The loan is collateralized by
substantially all of the Company's assets and personally guaranteed by an
officer of the Company as well as an outside investor. The outside investor
was issued 250,000 shares of the Company's common stock valued at
approximately $200,000 in exchange for the personal guarantee.

[2]     Stock swap:

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

               F-16

<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
(a development stage enterprise)
Notes to Consolidated Financial Statements
December 31, 2000

NOTE L - SUBSEQUENT EVENTS

[3]     Consulting agreement:

As of January 1, 2001, the Company entered into an agreement with a company to
provide consulting and public relation services.  The initial term of the
agreement will be for three months commencing February 1, 2001.  After the
initial term, the agreement will continue until terminated by either party
upon ten days prior written notice.  The consultant received an initial fee of
100,000 shares of Manhattan Scientifics, Inc. stock.  In consideration of
furnishing this initial fee, the company agreed to issue 1,500,000 Series C
warrants to Manhattan Scientifics, Inc. (see Note L[2]).  In addition, a
monthly fee of 15,000 shares will be furnished during the term of agreement,
and incentive shares based upon increases in the number of shareholders and
the trading volume of the shares, increased market capitalization, and
eligibility for listing on NASDAQ.


NOTE M - REPORTABLE SEGMENTS

Management has elected to identify the Company's reportable segments based on
separate legal entities.  NMS derives revenues from the development and
marketing proprietary internet technology-based software and Working
Knowledge, Inc. provides data maintenance services related to NMS image
management system.  Information related to the Company's reportable segments
for 2000 is as follows:

                                                     Working
                                            NMS      Knowledge, Inc.     Total

Revenues                           $     473,000   $     283,000   $   756,000

Cost of services                         240,000          14,000       254,000
General and
 administrative                        2,342,000          71,000     2,413,000
Research and
 development                             409,000                       409,000

Operating (loss)
income                             $  (2,518,000)  $     198,000   $(2,320,000)

Total assets                       $     872,000   $     251,000   $ 1,123,000

A reconciliation of the segments' operating loss to the
consolidated net loss/comprehensive loss is as follows:

Segments' operating loss                     $     (2,320,000)
Other income                                           49,000

Consolidated net loss/comprehensive loss     $     (2,271,000)

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

Amortization and depreciation expense amounted to $80,000 and $13,000 for
NMS and Working Knowledge, Inc., respectively.  Also, total expenditures for
fixed asset additions amounted to $211,000 and $105,000 for NMS and Working
Knowledge, Inc., respectively.


<PAGE>