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

                                Form 10-KSB/A-1

(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, 2001

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

     For the transition period from ________ to __________

          Commission File Number:  333-30176

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

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

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

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

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
<PAGE>

The issuer's revenues for the fiscal year ended December 31, 2001, were
$1,279,000.

The aggregate market value of common stock held by non-affiliates of the
issuer as of April 1, 2002, was $4,771,510, based upon the average high and
low sales price on such date for the 11,928,776 common shares held by non-
affiliates.

The number of shares outstanding of the issuer's common stock as of
March 26, 2002, was 22,438,517.

Documents Incorporated by Reference: None
<PAGE>

                             TABLE OF CONTENTS

                                  PART I

ITEM 1.  Description of Business . . . . . . . . . . . . . . . . .  4
ITEM 2.  Description of Property . . . . . . . . . . . . . . . . .  14
ITEM 3.  Legal Proceedings . . . . . . . . . . . . . . . . . . . .  14
ITEM 4.  Submission of Matter to a Vote of Securities Holders  . .  15

                                  PART II

ITEM 5.  Market for Common Equity and Related
              Stockholder Matters  . . . . . . . . . . . . . . . .  15
ITEM 6.  Management's Discussion and Analysis  . . . . . . . . . .  16
ITEM 7.  Financial Statements  . . . . . . . . . . . . . . . . . .  20
ITEM 8.  Changes in and Disagreements with Accountants on
              Accounting and Financial Disclosure  . . . . . . . .  39

                                 PART III

ITEM 9.  Directors and Executive Officers, Promoters
              and Control Persons  . . . . . . . . . . . . . . . .  39
ITEM 10. Executive Compensation  . . . . . . . . . . . . . . . . .  40
ITEM 11. Security Ownership of Certain Beneficial
              Owners and Management  . . . . . . . . . . . . . . .  45
ITEM 12. Certain Relationship and Related Transactions . . . . . .  46
ITEM 13. Exhibits, Lists and Reports on Form 8-K . . . . . . . . .  48

<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.

     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 Series A
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 are
exercisable at $1.25 per share and expire on November 14, 2003.

     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
purchase 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.

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     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 $152,000.  The closing was held in April
2000.

     In May 2001 we issued 287,500 shares of common stock at $.40 per share
in a private offering.  We received $115,000 in gross proceeds from the
sale of the shares.

     Through our wholly owned subsidiaries, New Mexico Software, Inc. and
Working Knowledge, Inc., we develop and market proprietary Internet
technology-based software for the management of digital high-resolution
graphic images, video clips, and audio recordings.  Through New Mexico
Software we develop and market the software, and through Working Knowledge
we provide data maintenance services related to the New Mexico Software
digital asset management system.

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 digital assets have a significant investment in their creation
and maintenance and in the 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.

     This development effort continued for several years.  During 1999 we
put an internal engineering, sales and administrative staff in place and
began to aggressively market our products.  Efforts to develop new products
and enhance our existing products continue, but our core products now exist
in the marketplace.  We are actively pursuing synergistic alliances to
increase market penetration and provide a wide range of services to our
customers.

What New Mexico Software Products Provide Customers

     New Mexico Software operates as a business segment with the role of
product development and support.   Currently, New Mexico Software has
developed a media asset

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management product called AssetWare.  We market AssetWare in two ways;
as a hosted application on the Internet, and as a 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 customer's 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.

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     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 employ 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

                                   7
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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, 2001 and 2000, our research and
development costs were $279,000 and $409,000, respectively, none of the
costs of which were borne directly by our customers.

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 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 primary sales and marketing efforts have been to develop alliances
with large companies which help to bring our products to market using their
sales forces and distribution channels.  Our marketing focus has been in
three principal fields.  Approximately 80% of our clients have been in the
entertainment industry, approximately 10% have been in the medical field,
and approximately 10% have been government agencies

*    Medical AssetWare

     New Mexico Software is developing many new products for medical
asset management, including products from our core technology to new
products from our strategic partner, BOSS.  Boss is an application service
provider which is developing an Internet based accounting system.  We are
combining their technology with our AssetWare digital asset management
system.  Together we are integrating products like Smart Doctor which
manages patient record files, MagZoom, and accounting, patient rights
management, and HIPPA compliant medical applications.

     New Mexico Software, through its MagZoom technology, can deliver
even the highest resolution X-ray over the web in a matter of seconds, with
no loss of resolution regardless of how close the client zooms.  Management
believes this technology has several advantages, including faster, more
accurate readings, with fewer problems for the physician, less waiting time
for the patient, and less cost for the insurance company.  Each X-ray image
can be permanently stored in a digital format, complete with detailed
patient information and physician notes.

                                   8
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     Our technology permits the information to be stored on a specially
built medical server called a Sony StorStation, which has as its core
technology our AssetWare built into the server. We have also developed the
software which permits all the operating room data to transfer
automatically via a secure Internet connection to a Sony PetaSite storage
unit.  The Petasite is a massive storage facility that can store up to 7
years of continuous digital video and an unlimited amount of patient
records.  The software allows doctors to share information with other
doctors and insurance companies.  It can transfer and update patient's
files remotely.

*    Entertainment Industry; Television, Movie Studios, and Ad Agencies

     We also provide digital asset management to the Hollywood entertainment
studios.  New Mexico Software provides software solutions for the
management of large volumes of media of digital material sent over the
Internet.  These digital files include database management of graphic
images, animation sequences, video clips, audio recordings, text, full
length movies, television programs, and educational films.

     Our technology allows clients and their customers to access certain
files themselves  and limits their access to only those jobs the studio
wants them to have.  This is especially significant since we serve clients
with multiple offices all over the world.  We can allow our customer's
customers to access marketing materials and archived data created at the
studio instantly, securely, and at virtually no cost.  In addition, our
technology permits them to find what they need easily because of powerful
cataloging features that can be accessed by keyword, color, texture or
shape, or phonetic searching.

*    Government

     We also work with many government agencies and have developed for them
an asset sharing multiple database technology which allows assets from
different agencies to share information.  Our technology permits agencies
to upload one record for all divisions, which we believe would save money
for the agency by eliminating duplication of the same file(s) by different
divisions.

Customers

     During the year ended December 31, 2001, we were dependent upon a
small number of clients.  Three of these clients accounted for
approximately 41% of our gross revenues.  Due to the nature of our
business, we will continue to deal with a relatively small number of
customers.  However, we are working to expand our products and sales
volume, and we anticipate that our reliance on any one or two customers
will decrease.

     We anticipate that one of our principal customers will be Sony
Electronics, Inc.  Effective December 14, 2001, we entered into a Software
Distribution Agreement with Sony which grants to Sony a license to use a
version of our AssetWare software which we adapted for Sony for management
of medical images on a single server at an end user customer site.  The
initial term

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of the agreement expires on July 31, 2002, and may be extended by Sony
for an unlimited number of one year terms.  Sony has agreed to pay a
royalty fee per installation, but the contract does not provide for any
minimum number of installations by Sony.  Ordering of the servers will be
made by purchase order from Sony at the time the installation is required.

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.

     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.

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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.

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     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 continuing to provide high quality service
and 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.

     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 six years, our initial product was not marketed 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.

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Copyrights and Trademarks

     We have one copyright registration effective June 18, 2001, and three
federal trademark applications pending which were filed in January 2000.
The copyright is for our MagZoom product and the trademarks are for the
names "AssetWare," "Real Time Real Organized Real Simple," and "The Look
and Feel of e-Commerce."

Employees

     As of March 16, 2002, we had 20 employees, including 11 in systems
engineering and quality assurance; 4 in administration and sales; and 5 in
scanning and site development.  We offer and share in the cost of health
and dental insurance.  A stock option plan and a stock issuance plan for
employees and others were adopted on August 3, 1999, and July 27, 2001,
respectively.  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;

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     *    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 operations, 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 $7,976 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.

     We have also leased approximately 1,200 square feet of office space in
Santa Monica, California, to house the Working Knowledge, Inc. operations.
The lease term commenced June 8, 2000, and expires on June 8, 2003.
Current monthly lease payments are $3,240, with an increase of 3% during
the final year of the lease.

     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.  The individual leases expire commencing June 20, 2002, through
March 20, 2003.

                        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.

                                   14
<PAGE>

      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, 2001.

                                  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, 2000   First          $4.50          $1.55
                         Second         $2.437         $0.75
                         Third          $1.312         $0.65
                         Fourth         $2.125         $0.51

     FISCAL YEAR ENDED
     DECEMBER 31, 2001   First          $1.00          $0.28
                         Second         $0.93          $0.15
                         Third          $0.65          $0.45
                         Fourth         $0.50          $0.26

     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.

                                   15
<PAGE>

Outstanding Options and Warrants

     At March 31, 2002, we had outstanding 2,467,311 options to purchase
our common shares which we had granted pursuant to our stock option plan.
In addition, we had outstanding 1,000,000 Series A Warrants, 1,090,000
Series B Warrants, and 1,500,000 Series C Warrants.

Shares Subject to Rule 144

     At March 26, 2002, approximately 13,516,513 shares were "restricted"
within the meaning of Rule 144 under the Securities Act as reported by our
transfer agent.

Registration Rights

     We have filed a registration statement for the exercise of the Series
A Warrants and resale of the stock underlying these warrants.

Shareholders

     As of March 26, 2002, there were 349 holders of record of our common
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, 2001 and 2000.  We have no plans to pay any
dividends to the holders of our common stock.

               ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Year ended December 31, 2001 compared to year ended December 31, 2000

     Revenues for the year ended December 31, 2001 increased $523,000 or
69% over the same period in 2000.  This increase includes $502,000
attributable to sales generated by New Mexico Software and $21,000
attributable to Working Knowledge.  During the year 2000, the beta testing
of our software, which had been in effect since our product was developed,
was completed and we began to market our software as a fully functional
system.  Our 2001 revenues of $1,279,000 reflect the impact of this
marketing effort and the results of our system's operation in the
marketplace, along with the inclusion of a complete year of sales by
Working Knowledge.  The Company's major revenues are derived from licensing
of the software, ongoing hosting of the customer's digital assets, and
custom software development.  Licensing revenue is recognized over the term
of the license and hosting is recognized on a monthly basis.  Prior to
becoming operational, the system is configured to the client's
specifications.  As an additional service, we now offer to license our
AssetWare software to customers.  This allows the customer to install the
software and manage its digital assets on its own system.

                                   16
<PAGE>


     Operating costs and expenses were $3,489,000 for the year ended
December 31, 2001 compared to $3,076,000 for 2000, an increase of 13%.

*    Total salaries included in the results of operations for the year 2001
     of $942,000 represents a decrease of $261,000, or 22%, from 2000
     salaries of $1,203,000.

*    Operating costs and expenses for the year ended December 31, 2001
     include non-cash expenses of approximately $1,058,000 due to the
     issuance of common stock, stock options and warrants for various
     services provided to the company during the year and $120,000 of
     charges related to services provided by the founder.

Costs of services:

Costs of services increased by $233,000 or 92% from 2000 to 2001.

*    As a result of increased customer requirements, salaries of our
     existing engineering staff which had previously been devoted to
     research and development and additions to the engineering staff have
     been allocated to ongoing system maintenance and customer service,
     resulting in an increase of approximately $171,000.

General and administrative:

General and administrative expenses increased by $310,000 or 13% from 2000
to 2001.

*    Administrative salaries were reduced by approximately $214,000 due to
     a reallocation of employee resources.  The company recorded the fair
     value of the services rendered by our CEO as a charge to operations.
     The above expense reductions were primarily offset by increases in
     consulting fees of $554,000 and a guarantee fee of $176,000.  We do
     not anticipate any increase in personnel during the year 2002 unless a
     substantially increased sales volume would require such additions.  We
     will continue to closely monitor and control all of our operating
     expenses, and we believe that our total expenses will not
     substantially increase during 2002.

*    Discretionary expenses were substantially reduced during 2001.
     Advertising expenses decreased from approximately $100,000 to $21,000
     and travel from approximately $78,000 to $43,000.

*    Office and occupancy expenses, including office rent, utilities,
     office supplies, office equipment maintenance, copying and fax costs,
     and telephone expenses, increased approximately $29,000.  This was due
     primarily to additional lease expense for increased Albuquerque office
     space occupied in August of 2000, and expenses related to the Working
     Knowledge, Inc. office in Santa Monica, California, acquired in April
     of 2000, for the entire year of 2001.

                                   17
<PAGE>

Research and development:

Research and development costs decreased by $130,000 or 32% from 2000
to 2001.

*    Engineering salaries attributable to research and development
     decreased by approximately $98,000 as a result of  a reallocation of
     engineering salaries to the cost of services.

     As a result of our increased revenue and cost cutting measures, our
net loss decreased by $31,000, an improvement of 2%.

Liquidity and Capital Resources

     At December 31, 2001

     We have no material commitments for capital expenditures as of
December 31, 2001.  During the year ended December 31, 2001, we had a net
cash increase of $43,000.  The year ended December 31, 2000 resulted in a
cash decrease of $963,000.

     There was a net decrease in cash from operating activities of $321,000
for the year ended December 31, 2001.  The net loss of $2,240,000, as
reduced by non-cash expenses of $1,511,000 for issuance of stock options,
common stock and warrants for services, fair value of services provided by
our chief executive officer, the provision for bad debts, a loan guarantee
fee, depreciation and amortization, and adjusted for a net decrease
resulting from changes in assets and liabilities of $330,000, results in
the net decrease.

     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 issuance of
stock options for services, the provision for bad debts, 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, 2001 and 2000
resulted in cash decreases due to property purchases of $8,000 and
$316,000, respectively.  During 2000, the common stock of Working
Knowledge, Inc. was purchased for a total price of $152,000, consisting of
cash in the amount of $115,000 and the assumption of $37,000 of
liabilities.

     Financing activities during the year ended December 31, 2001 and 2000
resulted in cash increases of $115,000 and $1,090,000, respectively, from
sales of our common stock.  During 2001, a net increase in borrowings
provided $315,000.

     Cash requirements for the twelve months ended December 31, 2002 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,

                                   18
<PAGE>

the operation of Working Knowledge, Inc., and the general and
administrative expense to support these activities, will require
approximately $2,100,000.  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, 2002.  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.  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.  However, we believe that our
revenues will exceed these expenses.  We will also continue to invest in
the research and development efforts required to enhance our current
products and develop new products which we believe will allow us to
increase sales and market penetration.

     Part of our working capital has been provided by borrowing $300,000
which will be due on July 24, 2002.  We are currently developing a plan
for repayment of that debt.  At present, we have no firm commitments,
arrangements or contracts for repayment of the loan.

                                   19
<PAGE>

                          ITEM 7.  FINANCIAL STATEMENTS

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 as of December 31, 2001, and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2001 and 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 financial statements enumerated above present fairly, in
all material respects, the consolidated financial position of NMXS.com, Inc.
and subsidiaries as of December 31, 2001 and the consolidated results of their
operations and their consolidated cash flows for the years ended December 31,
2001 and 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
consolidated financial statements, the Company has experienced recurring net
losses, negative cash flows from operating activities since inception, has
a working capital deficiency, and has minimal capital that raise substantial
doubt about its ability to continue as a going concern.  Management's plans
in regard to these matters are also described in Note A.  The consolidated
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 22, 2002

                                   20
<PAGE>
NMXS.com, INC. AND SUBSIDIARIES
<TABLE>
Consolidated Balance Sheet
<CAPTION>
ASSETS (Note E)
<S>                                                                        <C>
Current assets:
  Cash and cash equivalents                                                $    57,000
  Restricted cash                                                               42,000
  Accounts receivable, less allowance for doubtful accounts of $60,000         469,000
  Estimated earnings in excess of billings on uncompleted contracts             18,000
  Prepaid expenses and other assets                                             50,000
  Officer advances                                                              32,000
                                                                            ----------
     Total current assets                                                      668,000

Furniture, equipment and improvements - net                                    652,000
Security deposits                                                               54,000
Goodwill - net                                                                  97,000
                                                                            ----------
                                                                           $ 1,471,000
                                                                            ==========

LIABILITIES

Current liabilities:
  Accounts payable and accrued expenses                                    $   680,000
  Deferred revenue                                                             424,000
  Notes payable                                                                337,000
                                                                            ----------
Total current liabilities                                                    1,441,000
                                                                            ----------
Commitments

STOCKHOLDERS' EQUITY

Capital stock $.001 par value:
  Preferred stock, authorized 500,000 shares; issued and outstanding -
    none
  Common stock, authorized 50,000,000 shares; 22,116,784 shares issued
    and outstanding, 29,946 shares issuable                                     22,000
Additional paid-in capital                                                   7,550,000
Accumulated deficit                                                         (7,542,000)
                                                                            ----------
     Total stockholders' equity                                                 30,000
                                                                            ----------
                                                                           $ 1,471,000
                                                                            ==========
</TABLE>

The accompanying notes are an integral part of these financial statements

                                   21
<PAGE>
<TABLE>
Consolidated Statements of Operations
<CAPTION>
                                                       Year Ended
                                                      December 31,
                                              -----------------------------
                                                  2001             2000
                                              -------------    ------------
<S>                                           <C>              <C>
Revenues:
  Software maintenance                        $    400,000     $    276,000
  Custom programming                               393,000          284,000
  License fees                                     312,000           94,000
  Scanning services                                140,000           72,000
  Other                                             34,000           30,000
                                               -----------      -----------
                                              $  1,279,000     $    756,000
Operating costs and expenses:
  Cost of services                                 487,000          254,000
  General and administrative                     2,723,000        2,413,000
  Research and development                         279,000          409,000
                                               -----------      -----------
     Total operating costs and expenses          3,489,000        3,076,000
                                               -----------      -----------
Other income (expense):
  Interest income                                    5,000           52,000
  Interest expense                                 (35,000)          (3,000)
                                               -----------      -----------
                                                   (30,000)          49,000
                                               -----------      -----------
Net loss/comprehensive loss                   $ (2,240,000)    $ (2,271,000)
                                               ===========      ===========
Basic and diluted loss per share:
  Weighted average number of
    Common shares outstanding                   21,520,000       20,621,000
                                               ===========      ===========

Basic and diluted loss per share              $       (.10)    $       (.11)
                                               ===========      ===========
</TABLE>
The accompanying notes are an integral part of these financial statements

                                   22
<PAGE>
<TABLE>
Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2001 and 2000
<CAPTION>
                                                  Common Stock             Additional
                                                 $.001 Par Value            Paid-in       Acumulated
                                              Shares         Amount         Capital        Deficit         Total
                                            -----------    -----------    -----------    -----------    -----------
<S>                                         <C>           <C>            <C>            <C>            <C>
Balance, December 31, 1999                   19,593,836   $     19,000   $  3,083,000   $ (1,878,000)  $  1,224,000
                                            -----------    -----------    -----------    -----------    -----------
Sale of common stock, net                     1,090,000          1,000      1,089,000                     1,090,000

Common stock issued for services                 50,000

Issuance of stock options for services                                        637,000                       637,000

Shares issuable for rent and
  leasehold improvements                                                      109,000                       109,000

Warrant dividend                                                            1,153,000     (1,153,000)

Net loss/comprehensive loss                                                               (2,271,000)    (2,271,000)
                                            -----------    -----------    -----------    -----------    -----------
Balance, December 31, 2000                   20,733,836   $     20,000   $  6,071,000   $ (5,302,000)  $    789,000
                                            -----------    -----------    -----------    -----------    -----------
Issuance of shares previously issuable           75,000

Sale of common stock, net                       287,500                       115,000                       115,000

Issuance of common stock for personal
  guarantee                                     250,000                       188,000                       188,000

Issuance of common stock for salaries            46,396                        22,000                        22,000

Issuance of stock options for services                                        399,000                       399,000

Issuance of warrants for services                                             225,000                       225,000

Issuance of common stock for services           724,052          2,000        410,000                       412,000

Fair value of services provided by founder                                    120,000                       120,000

Net loss/comprehensive loss                                                               (2,240,000)    (2,240,000)
                                            -----------    -----------    -----------    -----------    -----------
Balance, December 31, 2001                   22,116,784   $     22,000   $  7,550,000   $ (7,542,000)  $     30,000
                                            ===========    ===========    ===========    ===========    ===========
</TABLE>
The accompanying notes are an integral part of these financial statements

                                   23
<PAGE>
<TABLE>
Consolidated Statements of Cash Flows
<CAPTION>
                                                             Year Ended December 31,
                                                              2001             2000
                                                          -------------    -------------
<S>                                                       <C>              <C>
Cash flows from operating activities:
  Net loss                                                $ (2,240,000)    $ (2,271,000)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
     Common stock issued for rent                                                47,000
     Common stock issued for services                          434,000
     Stock options issued for services                         399,000          637,000
     Warrants issued for services                              225,000
     Fair value of services provided by founder                120,000
     Depreciation                                              104,000           70,000
     Provision for bad debt                                     23,000           40,000
     Amortization of goodwill                                   30,000           23,000
     Amortization of guarantee fee                             176,000
     Changes in:
       Notes receivable                                                          20,000
       Accounts receivable                                    (269,000)        (186,000)
       Estimated earnings in excess of billings on
         uncompleted contracts                                 165,000         (183,000)
       Inventory                                                                  7,000
       Prepaid expenses and other assets                        24,000          (25,000)
       Officer advances                                         18,000           (5,000)
       Accounts payable and accrued expenses                   170,000          100,000
       Billings in excess of estimated earnings on
         uncompleted contracts                                 300,000          114,000
                                                           -----------      -----------
            Net cash used in operating activities             (321,000)      (1,612,000)
                                                           -----------      -----------
Cash flows from investing activities:
  Acquisition of fixed assets                                   (8,000)        (316,000)
  Acquisition of subsidiary                                                    (115,000)
  Security deposits                                            (41,000)          (7,000)
                                                           -----------      -----------
            Net cash used in investing activities              (49,000)        (438,000)
                                                           -----------      -----------
Cash flows from financing activities:
  Proceeds from notes payable                                  350,000
  Repayment of note payable                                    (50,000)
  Net proceeds from issuance of common stock                   115,000        1,090,000
  Restricted cash                                               (2,000)          (3,000)
                                                           -----------      -----------
            Net cash provided by financing activities          413,000        1,087,000
                                                           -----------      -----------
Net increase (decrease) in cash and cash equivalents            43,000         (963,000)

Cash and cash equivalents, beginning of year                    14,000          977,000
                                                           -----------      -----------
Cash and cash equivalents, end of year                    $     57,000     $     14,000
                                                           ===========      ===========

Supplemental disclosure of cash flow information:
  Interest paid                                           $     24,000     $      3,000

Supplemental disclosures of noncash investing and
  financing activities:
    Issuance of 42,860 common shares for leasehold
      improvements and prepaid rent                                        $     62,000
    Issuance of 250,000 common shares for a note payable
      guarantee fee                                       $    188,000
    Obligation for acquisition of fixed assets            $    337,000
</TABLE>

The accompanying notes are an integral part of these financial statements

                                   24
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE A - ORGANIZATION AND OPERATIONS

NMXS.com, Inc. and its wholly-owned subsidiaries New Mexico Software, Inc.
("NMS") and Working Knowledge, Inc. ("WKI") (collectively "the Company"), each
operating as a business segment 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 applications for the media, advertising, publishing, medical,
entertainment, e-commerce and university markets.

In August 1999, the Company effected a reverse merger in which NMXS.com, Inc.
acquired all of the outstanding common stock of NMS.

NMS, a New Mexico corporation, was formed in April 1996. NMS develops and
markets proprietary internet technology-based software.

During April 2000, the Company purchased 100% of the capital stock of WKI, a
Kansas corporation located 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.  WKI provides services which are
necessary to prepare, enter, and maintain the customer's data on the Company's
digital asset management system.  The Company recorded goodwill of $150,000 in
connection with the acquisition.  The accompanying financial statements include
the results of operations of WKI commencing April 1, 2000 (date of acquisition).

The Company has commenced principal business operations and conducts its
operations in the United States.  Subsequent to September 30, 2001, the Company
is no longer in the development stage.

There is no assurance that the Company's marketing efforts will be successful,
or that the Company will achieve the necessary sales volume to sustain
operations.  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 increase its
sales volume, the Company would require additional funding and there is no
assurance that such funding will be available to the Company under acceptable
conditions.  If such events do not occur, 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 2002, the Company anticipates increasing revenues and
continuing to monitor their expenses primarily in the area of compensation.
The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.


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.


                                   25
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

[2] Revenue recognition:

Revenue from proprietary software sales that does not require further
commitment from the company is recognized upon shipment.  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.  Revenue 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 contracts 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.

[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.

[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 weighted average number of
shares in 2001 and 2000 also includes 29,946 and 75,000 shares issuable as of
December 31, 2001 and 2000, respectively.  The 75,000 shares were issued in
July 2001 and the 29,946 shares were issued in March, 2002.  All potentially
dilutive securities have been excluded from the computations since they would
be antidilutive, however, these dilutive securities could potentially dilute
earnings per share in the future.

                                   26
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

[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 $21,000 and $100,000 for the years ended December 31, 2001 and
2000, respectively.

[9] Use of estimates:

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

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

[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, 2001.

[12] Rental expense:

The Company has recognized the total minimum rental payments due under the lease
on a straight-line basis over the lease term.  As of December 31, 2001, the
Company has a prepaid rent asset of $14,000.

                                   27
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

[13] Goodwill:

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

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

Amortization of $30,000 and $23,000 has been included in general and
administrative expenses for the years ended December 31, 2001 and 2000,
respectively.

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


NOTE C - RESTRICTED CASH

The Company renewed a certificate of deposit in the amount of $42,000 to
collateralize a note payable.  Interest is compounded on a quarterly basis at
an annual percentage yield of 3.875%.


NOTE D - FURNITURE, EQUIPMENT, AND IMPROVEMENTS

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

     Computers                             $ 594,000
     Furniture, fixtures and equipment       172,000
     Leasehold improvements                   84,000
                                            --------
                                             850,000

     Accumulated depreciation                198,000
                                            --------
                                           $ 652,000
                                            ========

                                   28
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE E - NOTE PAYABLE

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

During January 2001, the Company borrowed $300,000.  The loan is collateralized
by substantially all of the Company's assets and personally guaranteed by an
officer of the Company.  Additional collateral was provided by a letter of
credit issued by a then unrelated third party (Note F).  The letter of credit
expired on January 19, 2002.  The note principal was originally due on July 24,
2001 and was extended to January 24, 2002, together with interest at a variable
rate of 8.0%.  The note was renewed with a due date of July 24, 2002 at a
current interest rate of 7%.


NOTE F - CAPITAL TRANSACTIONS

Common stock:

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.

During the year ended December 31, 2001, the Company effected the following
stock transactions:

During January, the Company borrowed $300,000 for working capital purposes.  The
loan is collateralized by substantially all of the Company's assets and
personally guaranteed by an officer of the Company as well as a then unrelated
third party.  The third party was issued 250,000 shares of the Company's common
stock valued at approximately $187,500 in exchange for the personal guarantee.
Approximately $176,000 has been included in general and administrative expenses
in the statement of operations for the year ended December 31, 2001.

During May, the Company sold 287,500 shares of its common stock for $115,000.

The Company compensated two employees in lieu of cash in the form of the
Company's common stock.  The Company issued 46,396 shares of its common stock
to these employees, and approximately $22,000 is included in the statement of
operations for the year ended December 31, 2001.

In July, the Company issued 75,000 shares of common stock to it's Chief
Executive Officer (Note H).

The Company issued 724,052 shares and has 29,946 shares issuable of its common
stock for various legal and other professional services.  Approximately
$405,000 has been included in the statement of operations for the year ended
December 31, 2001.

                                   29
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE F - CAPITAL TRANSACTIONS  (CONTINUED)

On July 27, 2001 the Board of Directors adopted the 2001 Stock Issuance Plan.
On February 5, 2002, the Board of Directors amended the plan to increase the
number of shares available under the plan from the original 800,000 to
1,600,000.  The plan provides for a stock issuance program under which, at the
sole discretion of the plan administrator, eligible persons may be issued shares
of our common stock by the immediate purchase of such shares or as a bonus for
either past service to our company, or any of its subsidiaries, or as an
incentive to accept employment or a board position with our company or any of
its subsidiaries.

Warrants:

In conjunction with the closing of the reverse merger (Note A), the Company
declared a distribution of 1,000,000 Series A 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.

In January and February of 2000, the Company issued 1,090,000 Series B warrants
in connection with a private placement offering.  The Series B warrants are
exercisable for a period of up to five years from the date of issuance.

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 Series C warrants to purchase 1,500,000
shares of the Company's common stock at an exercise price of $.50 per share
for 150,000 restricted shares of the stockholder's common stock.  The
transaction was recorded as an investment valued at $225,000, which represented
the market value of the stockholder's common stock exchanged on the date of
the agreement (See Note L).

No warrants have been exercised through December 31, 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.

                                   30
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE F - CAPITAL TRANSACTIONS  (CONTINUED)

Stock options:  (continued)

Disclosures required by Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS No. 123"), including pro forma
operating results had the Company prepared its financial statements in
accordance with the fair value based method of accounting for stock-based
compensation prescribed therein are shown below.  Exercise prices and weighted-
average contractual lives of stock options outstanding as of December 31, 2001
are as follows:
<TABLE>
<CAPTION>
            Options Outstanding                          Options Exercisable
-------------------------------------------   ------------------------------------------
                                 Weighted
                                 Average        Weighted                      Weighted
                                Remaining       Average                       Average
  Exercise        Number       Contractual      Exercise       Number         Exercise
   Prices       Outstanding        Life          Price       Exercisable       Price
-------------   ------------   ------------   ------------   ------------   ------------
<C>             <C>            <C>            <C>            <C>            <C>
$0.31 - $0.50     960,000          9.25          $0.39          60,000         $0.31
$0.54 - $0.83     790,000          4.19          $0.73         330,000         $0.74
$1.25 - $2.13     452,000          8.26          $1.65         274,000         $1.65
</TABLE>
<TABLE>
                    Summary of Options Granted and Outstanding:
<CAPTION>
                                                Year Ended December 31,
                                              2000                    2001
                                     ----------------------  ----------------------
                                                  Weighted                 Weighted
                                                  Average                  Average
                                                  Exercise                 Exercise
                                       Shares      Price        Shares      Price
                                     ----------  ----------   ----------  ----------
<S>                                  <C>          <C>         <C>          <C>
Options:
  Outstanding at beginning of year      572,000   $   .77      1,593,000   $  1.33
  Granted                             1,346,000      1.56      1,739,000       .47
  Cancelled                            (325,000)     1.28     (1,130,000)      .09
                                     ----------    --------   ----------    --------
     Outstanding at end of year       1,593,000   $  1.33      2,202,000   $   .77
                                     ==========    ========   ==========    ========
</TABLE>

Through December 31, 2001, 241,000 of the 572,000 employee options outstanding
at January 1, 2000, have vested based on the intrinsic value of the options at
the grant date.  The charge for the 114,000 options that vested during 2001 and
the 67,000 options that vested during 2000 approximated $299,000 and $518,000,
respectively, and are reflected in the statements of operations for the years
ended December 31, 2001 and 2000 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.

                                   31
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE F - CAPITAL TRANSACTIONS  (CONTINUED)

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.

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 earned 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 vested 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.  This agreement was
terminated in 2001, and the nonvested options were cancelled.  The Company
recorded a charge of $34,000 for those options that vested in 2001.

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.  This agreement
was terminated and settled during August 2001.  As a result of the settlement,
the remaining 200,000 unvested options were cancelled.  In addition, the
representative was issued 75,000 shares of the Company's common stock with a
fair market value of $.49 per share or approximately $37,000.

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.

                                   32
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE F - CAPITAL TRANSACTIONS  (CONTINUED)

During the year ended December 31, 2001, the Company granted the following
stock options:

In January 2001, the Company granted 83,000 stock options to employees with an
exercise price of $.77, equal to the fair value of the common stock, with a
contractual life of ten years and a two year vesting period, 50% at the end of
each one year period from the date of grant, 25,000 of such options have been
cancelled.  The fair value of the options has been estimated on the date of
grant using the Black-Scholes option pricing model.  The weighted average fair
value of these options was $.77.  The following assumptions were used in
computing the fair value of these option grants:  weighted average risk-free
interest rate of 6.05%, zero dividend yield, volatility of the Company's
common stock of 218% and an expected life of the options of ten years.

During March 2001, the Company granted 60,000 stock options for legal services
to a member of the Board of Directors with an exercise price of $.3125, equal to
the fair value of the common stock, with a contractual life of five years and a
thirty day vesting period from the date of grant.  The fair value of the options
has been estimated using the Black-Scholes option pricing model.  The weighted
average fair value of these options was $.3125.  The following assumptions were
used in computing the fair value of these option grants:  weighted average
risk-free interest rate of 4.64%, zero dividend yield, volatility of the
Company's common stock of 247% and an expected life of the options of five
years.  Options valued at approximately $19,000 were earned and are included
in general and administrative expense for the year ended December 31, 2001.

During April 2001, the Company granted 300,000 stock options for outside
consulting services with an exercise price of $.28, equal to the fair value of
the common stock, with a contractual life of five years, exercisable as of the
date of grant.  The fair value of the options has been estimated on the date of
grant using the Black-Scholes option pricing model.  The options were
forfeited as of December 31, 2001 and no expense has been recognized for 2001.

During April 2001, the Company granted 100,000 stock options for outside
consulting services with an exercise price of $.39, $.11 more than the fair
value of the common stock, with a contractual life of ten years and a two year
vesting period, 50% at the end of each one year period from the date of grant.
The fair value of the options has been estimated on the date of grant using the
Black-Scholes option pricing model.  The weighted average fair value of these
options was $.28.  The following assumptions were used in computing the fair
value of these option grants:  weighted average risk-free interest rate of
5.14%, zero dividend yield, volatility of the Company's common stock of 247%
and an expected life of the options of ten years.  An expense of approximately
$10,000 is included in general and administrative expense for the year ended
December 31, 2001 for the estimated value of the options over the period
services are to be received.

During April 2001, the Company granted 300,000 stock options to an employee with
an exercise price of $.50, $.25 over the fair value of the common stock, with a
contractual life of ten years and a two year vesting period, 50% at the end of
each one year period from the date of grant.  The fair value of the options has
been estimated on the date of grant using the Black-Scholes option pricing
model.  The weighted average fair value of these options was $.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 247% and an expected life of the
options of ten years.

                                   33
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE F - CAPITAL TRANSACTIONS  (CONTINUED)

During April 2001, the Company granted 60,000 stock options for professional
services with an exercise price of $.61, equal to the fair value of the common
stock, with a contractual life of five years, exercisable as of the date of
grant.  The fair value of the options has been estimated on the date of grant
using the Black-Scholes option pricing model.  The weighted average fair value
of these options was $.61.  The following assumptions were used in computing the
fair value of these option grants:  weighted average risk-free interest rate of
4.76%, zero dividend yield, volatility of the Company's common stock of 247% and
an expected life of the options of five years.  An expense of approximately
$36,000 is included in general and administrative expense for the year ended
December 31, 2001, for the estimated value of options over the period services
are to be received.

During June 2001, the Company granted 35,000 stock options to an employee with
an exercise price of $1.49, $.84 over the fair value of the common stock, with a
contractual life of ten years and a vesting period of 50% at the end of five
months and 50% at the end of seventeen months.  The fair value of the options
has been estimated on the date of grant using the Black-Scholes option pricing
model.  The weighted average fair value of these options was $.65.  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 247% and an expected life of the
options of ten years.

During July 2001, the Company granted 100,000 stock options to an employee with
an exercise price of $.54, equal to the fair value of the common stock, with a
contractual life of ten years and a vesting period of 50% at the end of five
months and 50% at the end of seventeen months.  The fair value of the options
has been estimated on the date of grant using the Black-Scholes option pricing
model.  The weighted average fair value of these options was $.54.  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 247% and an expected life of the
options of ten years.

During October 2001, the Company granted 650,000 stock options to three
employees, 450,000 options with an exercise price of $.34, and 200,000 options
with an exercise price of $.70, all equal to the fair value of the common stock,
with a contractual life of ten years and a two year vesting period, 50% at the
end of each one year period from the date of grant.  The fair value of the
options has been estimated on the date of grant using the Black-Scholes option
pricing model.  The weighted average fair value of these options was $.45.  The
following assumptions were used in computing the fair value of these option
grants:  weighted average risk-free interest rate of 4.57%, zero dividend yield,
volatility of the Company's common stock of 222% and an expected life of the
options of ten years.

During October 2001, the Company granted 50,000 stock options for outside
consulting services with an exercise price of $.34, equal to the fair value of
the common stock, with a contractual life of ten years and a two year vesting
period, 50% at the end of each one year period from the date of grant.  The fair
value of the options has been estimated on the date of grant using the
Black-Scholes option pricing model.  The weighted average fair value of these
options was $.34.  The following assumptions were used in computing the fair
value of these option grants:  weighted average risk-free interest rate of
4.57%, zero dividend yield, volatility of the Company's common stock of 222%
and an expected life of the options of ten years.  An expense of approximately
$1,000 is included in general and administrative expense for the year ended
December 31, 2001, for the estimated value of options over the period services
are to be received.

                                   34
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE F - CAPITAL TRANSACTIONS  (CONTINUED)

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

     Pro forma net loss available to common stockholders    $ (2,399,000)
     Pro forma basic and diluted loss per share             $      (0.11)

As of December 31, 2001, the Company has reserved 5,791,000 shares of its
common stock for issuance upon exercise of stock options and warrants.


NOTE G - INCOME TAXES

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

     Deferred income tax assets:
       Net operating losses carryforwards     $ 1,525,000
       Deferred compensation                      576,000
       Other		                           17,000
                                               ----------
                                                2,118,000
       Valuation allowance                     (2,118,000)
                                               ----------
       Net deferred tax asset                 $         0
                                               ==========

The significant components of the provision for income taxes for the years
ended December 31, 2001 and 2000 are as follows:

                                            2001          2000
                                         -----------   -----------
     Deferred:
       Federal                           $ (580,000)   $ (704,000)
       State                               (109,000)     (132,000)
       Change in valuation allowance        689,000       836,000
                                          ---------     ---------

          Total deferred income taxes    $        0    $        0
                                          =========     =========

As of December 31, 2001, the Company has net operating loss carryforwards of
approximately $4,017,000 for federal income tax purposes, which expire
through 2021.  In the event of potential future ownership changes, Internal
Revenue Code Section 382 limits the amount of such net operating loss
carryforward available to offset future taxable income.

                                   35
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE G - INCOME TAXES  (CONTINUED)

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

                                            2001        2000
                                           ------      ------
     Statutory federal income tax rate     (34.0%)     (34.0%)
     Increase in valuation allowance        34.0%       31.0%
     Other                                     0%        3.0%
                                           ------      ------
     Effective income tax rate                 0%          0%
                                           ======      ======


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.  During
2001, repayments of $25,000 were made by the principal stockholder which
was offset by advances of $4,000 plus interest earned but not paid of
$3,000.  The amount is to be repaid by December 31, 2002.

Management Services:

During 2000, an officer and stockholder of a significant stockholder provided
management and consulting services to the Company at an annual rate of $60,000.
Such amount was charged to operations for the ended December 31, 2000.

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 transaction. The Company
issued 75,000 replacement shares to this individual in July 2001.


NOTE I - COMMITMENTS

Leases:

The Company leases office space, equipment and an automobile under operating
leases.  Future minimum lease payments as of December 31, 2001 are as follows:

     Year Ending
     December 31,
     ------------
         2002            $  146,000
         2003               121,000
         2004                70,000

Rent expense for the years ended December 31, 2001 and 2000 amounted to
$272,000 and $165,000, respectively.

                                   36
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE I - COMMITMENTS  (CONTINUED)

Employment agreement:

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 commencing on January 1,
2000.  The agreement allows for a one year renewal option unless terminated by
either party.  Base salary is $120,000 per annum with available additional cash
compensation as defined in the agreement.  Compensation under this agreement of
$105,000 is included in general and administrative expenses for the year ended
December 31, 2000; the individual has agreed to forgo his compensation for the
year ended December 31, 2001.  The Company recorded a charge to operations of
$120,000 representing the fair value of such services rendered with a
corresponding increase to additional paid in capital.  The noncompetition
agreement commences upon the termination of the employment agreement for a
period of one year.


NOTE J - MAJOR CUSTOMERS

During the year ended December 31, 2001, three customers accounted for 16%, 13%,
and 12% of the Company's revenue.  During the year ended December 31, 2000, two
customers accounted for 13% and 12% of the Company's revenue.

As of December 31, 2001, balances due from two customers comprised 57% and 21%
of total accounts receivable.  As of December 31, 2000, balances due from four
customers comprised 26%, 20%, 12% 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, assuming that the purchase of Working Knowledge, Inc. which occurred
April 2000 was consummated at the beginning of the period.

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


NOTE L - CONSULTING AGREEMENT

The Company entered into an agreement with a company to provide consulting and
public relation services.  The consultant received an initial fee of 150,000
shares of Manhattan Scientifics, Inc. stock.  In consideration of furnishing
this initial fee, the Company issued 1,500,000 Series C warrants to Manhattan
Scientifics, Inc. (see Note F).  In addition, a total fee of 75,000 shares was
furnished during the term of agreement.  The agreement, as revised, was
terminated as of October 31, 2001.  Expense of $267,000 has been included in the
statement of operations for the year ended December 31, 2001.

                                   37
<PAGE>

NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE M - REPORTABLE SEGMENTS

Management has identified the Company's reportable segments based on separate
legal entities.  NMS derives revenues from the development and marketing
proprietary internet technology-based software and WKI provides data
maintenance services related to NMS digital asset management system.
Information related to the Company's reportable segments for 2001 is as
follows:

                                                     Working
                                        NMS      Knowledge, Inc.     Total
                                    -----------  ---------------  -----------
     Revenue                        $   975,000    $   304,000    $ 1,279,000

     Cost of services                   458,000         29,000        487,000
     General and administrative       2,453,000        270,000      2,723,000
     Research and development           279,000                       279,000
                                     ----------     ----------     ----------
     Operating (loss) income        $(2,215,000)   $     5,000    $(2,210,000)
                                     ==========     ==========     ==========
     Total assets                   $ 1,315,000    $   156,000    $ 1,471,000

WKI revenue consists primarily of software maintenance and scanning services.

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

     Segments' operating loss                    $ (2,210,000)
     Other income (expense)                           (30,000)
                                                  -----------
     Consolidated net loss/comprehensive loss    $ (2,240,000)

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

Amortization and depreciation expense amounted to $79,000 and $25,000 for NMS
and WKI, respectively.  Also, total fixed asset additions amounted to $345,000
and 0 for NMS and WKI, respectively.


NOTE N - CONTINGENCY

A former employee has threatened to bring a claim against the Company for
breach of an alleged oral contract. As of the filing of this 10-KSB no claim
has been filed.  The Company believes there is no merit to the allegations and
intends to vigorously defend against any claims.

                                   38
<PAGE>

          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   57    Chairman, President & CEO   1999
     Marvin Maslow      64    Director                    1999
     Scott L. Bach      39    Director                    1999
     Teresa B. Dickey   56    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.

                                   39
<PAGE>

     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.

     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.

Telemedicine Advisory Board

     In March 2001 we established a telemedicine advisory board to be
composed of up to six industry leaders who could advise us on targeting
potential uses of our products in the medical field.  We are authorized to
issue up to 50,000 shares of our common stock to each of the members of
this board.  In May 2001 we appointed three persons to the advisory board
and granted to each member a ten-year option to purchase 50,000 shares each
at $0.39 per share.  These options vest at the rate of 50% per year.  One
of the advisors has since resigned and his options to purchase 50,000
shares have been cancelled.  The advisory board has been reduced to the two
remaining persons.  Management has met with the advisory board three times
since its organization.

                   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, 2001,
2000, and 1999:
<TABLE>
                                                                 LONG-TERM
                               ANNUAL COMPENSATION              COMPENSATION
<CAPTION>
                                                                        Securities
                                                            Restricted  Under-
Name and                                      Other Annual  Stock       lying
Principal Position     Year  Salary    Bonus  Compensation  Award(s)    Options
                              ($)       ($)       ($)         ($)        (#)
<S>                    <C>   <C>       <C>    <C>           <C>         <C>
Richard Govatski, CEO  2001  $-0-       -0-       -0-         -0-        -0-
                       2000  $120,000   -0-       -0-         -0-        -0-
                       1999  $65,000    -0-       -0-         -0-       500,000
</TABLE>
     During the year 2000, $15,000 of the salary of Mr. Govatski was not
paid, but has been accrued.  Mr. Govatski agreed to forgo his annual salary
for 2001, none of which was paid.

                                   40
<PAGE>

However, the company did record a charge to operations in the amount of
$120,000 to reflect the fair value of the services rendered during 2001.

Options and Stock Appreciation Rights

     During the year ended December 31, 2001, no options or stock
appreciation rights were made to Mr. Govatski, and none of the outstanding
options held by Mr. Govatski were exercised.  At year-end, Mr. Govatski
held no stock appreciation rights.  The following table sets forth the
year-end option numbers and values for Mr. Govatski:
<TABLE>
                          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
<S>                       <C>                           <C>
Richard Govatski, CEO     200,000 (exercisable)         $-0-
                          300,000 (unexercisable)       $-0-
</TABLE>
     At December 31, 2001, 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.  The closing price of the common
stock at December 31, 2001, was $0.34 per share, which management believes
represented the fair market value of the stock on that date.  Thus, none of
the options held by Mr. Govatski 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 has
been accrued and is still owed to Mr. Govatski.  Mr. Govatski has agreed to
forgo his salary for the year ended December 31, 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.  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.
However, 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.

                                   41
<PAGE>

     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 and is
still owed to Mr. Maslow.  No consulting fees were owed or paid to Mr.
Maslow for the year ended December 31, 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.  During the year ended December 31,
2001, we granted options to Scott Bach, one of our Directors, to purchase
up to 60,000 shares of common stock at an exercise price of $.3125 per
share.  These options were issued for services rendered by Mr. Bach as a
director.  The options are fully vested and expire on March 28, 2006.  Also
during the year ended December 31, 2001, we issued 64,655 shares of common
stock to Marvin Maslow, one of our directors, for services rendered as a
director.  These shares were returned to us and cancelled by Mr. Maslow
during the year and there is no further obligation to reissue these shares.
On February 26, 2002, we issued 227,941 shares to Mr. Maslow as a bonus for
being a director.

Stock Option Plan

     As of August 3, 1999, 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 31, 2002, we had granted
options to purchase 3,962,362 shares of common stock, 1,495,051 of which
had been forfeited as a result of employee terminations and 2,467,311 of
which remained outstanding and unexercised.  Of these outstanding options,
751,195 had vested.

     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:  (i) Employees, as to both incentive and non-qualified options;
(ii) non-employee members of the Board, as to non-qualified options; and
(iii) 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

                                   42
<PAGE>

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:
(i) Three months after cessation of services, except by reason of death,
permanent disability, or misconduct; (ii) twelve months after the
optionee's death or permanent disability; and (iii) 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.

2001 Stock Issuance Plan

     On July 27, 2001, the Board of Directors adopted the 2001 plan.
Shareholders owning a majority of the voting control of our common stock
approved the plan by written consent on July 30, 2001.  On February 5,
2002, the Board of Directors amended the plan to increase the number of
shares available under the plan from 800,000 to 1,600,000.  The 2001 plan
provides for a stock issuance program under which, at the sole discretion
of the plan administrator, eligible persons may be issued shares of our
common stock by the immediate purchase of such shares or as a bonus for
either past service to our company, or any of its subsidiaries, or as an
incentive to accept employment or a board position with our company or any
of its subsidiaries.

     The purpose of the 2001 plan is to provide eligible persons an
opportunity to acquire a proprietary interest in our company and as an
incentive to remain in its service.

     The 2001 plan will continue in effect until all of the stock available
for grant or issuance have been acquired through grants of shares, or until
ten years from the date the plan was adopted by the Board of Directors,
whichever is earlier.  The 2001 plan may also be terminated in the event of
certain corporate transactions such as a merger or consolidation or the
sale, transfer or other disposition of all or substantially all of our
assets.  The plan may be terminated earlier or modified by the board
provided that no rights of participants may be altered unless with the
consent of the persons holding shares of common stock pursuant to the 2001
plan who are affected.

                                   43
<PAGE>

     The plan is administered by our Board of Directors.  However, at the
discretion of the board, it may establish a committee of members of the
board to which committee the board may delegate administration of the plan.
Non-employee members of the board, and non-employee members of the board of
directors of our subsidiaries, are eligible to participate in the 2001
plan.

     There are 1,600,000 shares of our common stock authorized for stock
grants under the 2001 plan, which are subject to adjustment in the event of
stock splits, stock dividends, and other situations.  The shares eligible
for the plan are reserved from our authorized but unissued common shares.

     Participants in the 2001 Plan are selected by the plan administrator
which is currently the Board of Directors.  The persons eligible to
participate in the 2001 plan are as follows:  employees of our company and
any of its subsidiaries; non-employee members of our board or non-employee
members of the board of directors of any of our subsidiaries; and
consultants and other independent advisors who provide services to us or
any of our subsidiaries.  Shares may be issued to consultants or advisors
who are natural persons and who provide bona fide services to us or one of
our subsidiaries, provided that the services are not in connection with the
offer or sale of securities in a capital-raising transaction, and do not
directly or indirectly promote or maintain a market for our securities.
The plan administrator has full authority to determine which eligible
persons are to be issued shares pursuant to the plan and the terms upon
which those shares are to be issued not inconsistent with the provisions of
the 2001 plan.  In general, there is no limitation regarding the amount of
securities that an eligible participant may receive or purchase.

     At the discretion of the plan administrator, the consideration
provided for the issuance of our shares under the stock issuance plan will
be satisfied in one or more of the following ways, or combinations thereof:
(i) in cash or check payable to us; (ii) issuing of a full-recourse
promissory note; (iii) payroll deductions in installments;  (iv) past
services rendered to our company or one of its subsidiaries; or (v) the
agreement of a participant to accept employment or a board position and the
undertaking and performance of services with or to our company or one of
its subsidiaries.

     Stock issued under the stock issuance plan may vest immediately or
upon terms established by the plan administrator, provided that at least 20
percent of the total shares subject to a vesting schedule will fully vest
in each calendar year on the anniversary date of the issuance of the
shares.

     Irrespective of whether a participant's shares are vested or are held
in escrow, a participant to whom shares under the stock issuance plan have
been issued will have the right to vote those shares and to receive any
regular cash dividends paid on those shares.

     If employment with or service to us terminates for whatever cause at a
time when the participant holds unvested shares issued under the stock
issuance plan, those shares will be

                                   44
<PAGE>

immediately surrendered to us and cancelled.  In the event the participant
paid for the shares surrendered in cash or cash equivalent, the amount of
that consideration will be repaid.  In the event that the participant
furnished a promissory note in payment of shares surrendered, the remaining
balance of that note attributable to the surrendered shares will be cancelled.
In the sole discretion of the plan administrator, the surrender and
cancellation of any unvested shares issued under the stock issuance plan may
be waived at anytime by the plan administrator subject to such terms and
conditions, or on no terms and conditions, as the plan administrator may
determine.

     As of March 31, 2002, we had issued 892,181 shares under the 2001
plan, all of which were fully vested upon issuance.

                     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 March 26, 2002, 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                5,480,500(1)          24.2%
5041 Indian School Rd NE
Albuquerque, NM  87110

Manhattan Scientifics, Inc.     6,411,300(2)          26.8%
Olympic Tower
641 5th Ave.
Suite 36 F
New York, NY 10022

Marvin Maslow                   227,941               1%
Olympic Tower
641 5th Ave.
Suite 36 F
New York, NY 10022

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

                                   45
<PAGE>

Teresa B. Dickey                135,500(4)            *
5041 Indian School Rd NE
Albuquerque, NM  87110

Executive Officers and          5,943,941             26%
Directors as a Group
(4 Persons)
---------------
     *Represents less than 1%.
     (1) This number of shares includes options to purchase 200,000 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) The total number of shares beneficially owned by Manhattan
Scientifics also includes warrants to purchase 1,500,000 shares, which
warrants are currently exercisable.  The shares underlying these warrants
are included in the table and are considered to be outstanding for purposes
of computing the percentage interest held by Manhattan Scientifics.
     (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 85,500 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.  After repayment of $25,000 by Mr. Govatski in
2001, the principal and interest due was reduced to approximately $32,000
at December 31, 2001, including $4,000 advanced by us to Mr. Govatski
during 2001.  This amount is repayable on or before December 31, 2002, and
bears interest at 7% per annum.

     In January 2001 our wholly owned subsidiary, New Mexico Software,
Inc., entered into a line of credit agreement with Los Alamos National Bank
in the maximum principal amount of $300,000.  It also issued a promissory
note dated January 24, 2001, in the principal amount of $300,000,
representing the amount that it borrowed under the line of credit.  The
note is secured

                                   46
<PAGE>

by all of New Mexico Software's furniture, fixtures, equipment, inventory,
accounts, chattel paper, tangibles and general intangibles, and a letter
of credit in the amount of $250,000 issued by another bank and provided
by Murray Kelly.  We issued 250,000 shares to Mr. Kelly for providing this
letter of credit as collateral on this note.  The note was originally due
on or before July 24, 2001, and has been extended to July 24, 2002.  The
note bears interest at 7%.  Approximately $304,000 in principal and
interest were due as of March 29, 2002.  Mr. Govatski has personally
guaranteed to the bank repayment of $50,000 of this line of credit.

     The lease payments for our office space 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 we issued 75,000 shares to Mr. Govatski for providing his shares to
the landlord.

     In March 2001 we issued 1,500,000 Series C Warrants to Manhattan
Scientifics, Inc., one of our principal shareholders, and a corporation
controlled by Marvin Maslow, one of our directors.  These warrants were
issued in consideration of Manhattan Scientifics issuing 100,000 of its
common shares to a consultant for services performed by the consultant for
our company.

     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 518,780 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; 3,000 were granted in January 2001 and are exercisable at
$0.77 per share; 400,000 were granted in October 2001 and are exercisable
at $0.34 per share; and 3,780 were granted in January 2002 and are
exercisable at $0.34 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.

     In February 2002 we issued 227,941 shares, valued at $77,500, to
Marvin Maslow, one of our directors, for services performed as a director.

                                   47
<PAGE>

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

     (a)  Exhibits.  The following exhibits are included as part of
this report:
<TABLE>
Exhibit No.  Description of Exhibit                                      Location
<S>          <C>                                                         <C>
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                                       (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 & 10.9   Series C Warrant Certificate dated November 12, 2001         (3)
10.1         Sun Microsystems Lease                                       (1)
10.2         Building Lease (Albuquerque) dated August 4, 1999            (1)
10.3         Building Lease (Albuquerque) Amendment dated May 17, 2000    (5)
10.4         Office Lease (California) dated June 8,2000, as amended      (5)
10.5         Form of Employee Confidentiality Agreement                   (1)
10.6         Stock Option Plan                                            (1)
10.7         Employment Agreement of Mr. Govatski                         (2)
10.8         2001 Stock Issuance Plan, as amended February 5, 2002        (4)
10.9         Letter Agreement dated February 20, 2001, with
             Manhattan Scientifics, Inc.                                  (3)
10.10        Commercial Loan Agreement with Los Alamos National
             Bank, Promissory Note, and Personal Guaranty, all dated
             January 24, 2001, and extension dated January 24, 2002       (5)
10.11        William Copeland Agreement dated August 31,2001              (5)
10.12        Sony Software Distribution Agreement dated
             December 14, 2001                                            (5)
21.1         List of Subsidiaries                                         (5)
</TABLE>
     (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).
     (3) Filed  with the Securities and Exchange Commission on November 14,
2001, as an exhibit with our third quarter report on Form 10-QSB (SEC File
No. 333-30176).

                                   48
<PAGE>

     (4) Filed with the Securities and Exchange Commission on February 13,
2002, as an exhibit with the first post-effective amendment to our
registration statement on Form S-8 (SEC File No. 333-66580).
     (5) Filed  with the Securities and Exchange Commission on April 9,
2002, as an exhibit with our annual report on Form 10-KSB (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, 2001.

                              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 12, 2002               By /s/ Richard F. 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 12, 2002              /s/ Richard F. Govatski
                                   Richard Govatski, Director


Date:  April 12, 2002              /s/ Marvin Maslow
                                   Marvin Maslow, Director


Date:  April 12, 2002              /s/ Scott L. Bach
                                   Scott L. Bach, Director


Date:  April 12, 2002              /s/ Teresa Dickey
                                   Teresa Dickey, Principal Financial Officer


Date:  April 15, 2002              /s/ Robert A. Armstrong
                                   Robert A. Armstrong, Controller


                                   49