SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
                                 AMENDMENT NO. 1

                 ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

                              FOR FISCAL YEAR ENDED
                                DECEMBER 31, 2003

                           COMMISSION FILE #333-30176

                                 NMXS.COM, INC.
                         --------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                    DELAWARE
                             -----------------------
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                                   91-1287406
                             -----------------------
                      (IRS EMPLOYER IDENTIFICATION NUMBER)

                        5041 Indian School Road, Suite 200
                          Albuquerque, New Mexico 87110
                                 (505) 255-1999
                     ----------------------------------------
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES )(ZIP CODE)

                                 (505) 255-1999
                             -----------------------
                (REGISTRANT'S TELEPHONE NO., INCLUDING AREA CODE)

                                      NONE
                                 --------------
              (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
                          IF CHANGED SINCE LAST REPORT)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

    SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK,
                                     $0.001
                                    PAR VALUE

INDICATE  BY  CHECK  MARK WHETHER THE REGISTRANT (1) HAS  FILED  ALL  REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934  DURING  THE  PRECEDING 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.




-PAGE-




YES [X] NO [ ]

CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO ITEM  405
OF  REGULATION  S-B  NOT CONTAINED IN THIS FORM, AND NO  DISCLOSURE  WILL  BE
CONTAINED, TO THE BEST OF THE 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. ( )

REVENUES FOR YEAR ENDED DECEMBER 31, 2003: $1,300,000

AGGREGATE MARKET VALUE OF THE VOTING COMMON STOCK HELD BY NON-AFFILIATES OF
THE REGISTRANT AS OF MARCH 29, 2004, WAS: $ 20,226,871

NUMBER OF SHARES OF THE REGISTRANT'S COMMON STOCK OUTSTANDING AS OF MARCH 29,
2004 IS: 30,119,979

TRANSFER AGENT AS OF MARCH 29, 2004:  Interwest Transfer Company, Inc.,  1981
East Murray Holladay Road, Suite 100, Salt Lake City, Utah 84117



This Form 10-KSB is being amended solely to include the auditor's opinion
letter for the period December 31, 2003 and December 31, 2002.  The opinion
letter was inadvertently omitted from the initial Form 10-KSB filing.


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS - OUR COMPANY

Our History and Background

New  Mexico Software, Inc., was originally incorporated under the laws of the
state  of  New Mexico in April 1996.  The privately held company was involved
in a reverse merger with Raddatz Exploration, Inc. on August 3, 1999, and the
corporate name was changed to NMXS.com, Inc., with New Mexico Software,  Inc.
becoming a wholly-owned subsidiary.  NMXS.com, Inc. went public at that time.
NMXS  is quoted on the OTC Bulletin Board under the symbol "NMXS" and on  the
Berlin Stock Exchange with the symbol NM9. At the beginning of April 2004, we
will file an alternate name registration in the state of Delaware to use  the
name "New Mexico Software."

Through  our wholly-owned subsidiaries, New Mexico Software, Inc. and Working
Knowledge,  Inc.  (which we acquired in April 2000), we  develop  and  market
proprietary Internet technology-based database software for the management of
digital  documents, 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 related professional services.

Our Products

New   Mexico  Software  develops  and  markets  sophisticated  Internet-based
document  and  image management systems for a wide variety of companies  that
need  the ability to organize paper, email, images, and electronic documents.
Our  first  product has been called AssetWare. We have marketed 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 with access to the AssetWare product over the
Internet.   Customers  log on to our servers and use  AssetWare  software  to
manage,  view and distribute their media files.  The customer's  media  files
are also stored in our data center servers.  Customers using our hosted model
are billed according to the number of registered users and the amount of disk
space  their  media  files will occupy. This is the  primary  basis  for  our
recurring revenue.




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On January 1, 2004, we renamed all of our products with the names of New
Mexico cities.  The second generation of AssetWare is called Roswell.  It
will be our flagship product, marketed as both a hosted model using our
servers and/or a customized application running on customers' hardware.

Our second product is called Digital Filing Cabinet (DFC).  It is sold as a
hardware/software package through dealers and distributors.  It may be sold
as hardware and software (Gallup), software only (Aztec), or hardware,
software and scanning equipment (Nageezi).

Our  newest product is Taos.  It is our first retail product for PC desktops,
providing a low-cost image database solution for organizing, cataloging,  and
searching for images based on their color and shape.

Our Technology

We  engineer  database  products around a central  core  of  unique  Internet
technology that make it possible to rapidly view, distribute and manage media
files such as documents, graphic images, animation sequences and film clips.

One  of  the competitive advantages of our technology is that it is based  on
Open  Source  -  software that is mostly free, with no royalties  payable  to
other companies.  By integrating Open Source programs into our technology, we
are  able to provide well-built, low-cost products for the digital management
market.  In addition, the code that we deliver to customers is compiled. When
you  compile software code it makes it difficult to use the code to create  a
similar  program, even though the code we create originates from Open Source.
This provides better protection and security of our products.

Another  advantage  our  company  has  is  the  ability  to  provide  totally
integrated  services  that a customer would normally  need  to  outsource  to
several  different  suppliers.  For example, with  our   business  model  and
technology, we are able to provide the software, custom programming, hosting,
and database administration as a total solution.

In  addition, our core technology is characterized by the following  features
that 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 programs.

  *  Ability to use a single image in multiple resolutions.

  *  Ability to track images with special codes assigned to each image.

  *  Our technology works on current versions of Internet browsers on
     MacIntosh, PC and UNIX computers.

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

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

Working Knowledge

In April 2000, we acquired Working Knowledge, Inc., a Kansas corporation. The
company  became our wholly-owned subsidiary which provides services that  are
necessary  to  prepare,  enter,  and maintain  the  customer's  data  in  our
software.   These  services include web design, database  development,  image
scanning,  file uploading and technical support.  As well, Working  Knowledge
is  able  to  serve  the customer by utilizing the stored images  to  produce
compact disks, digital prints, and large poster formats.  These complementary
services  allow  us to complete our business model of offering  comprehensive
digital management.




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Marketing

Our  primary sales and marketing efforts have been to develop alliances  with
large  companies that 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. In the fourth quarter  2003,
we observed our sales beginning to reach into new markets including financial
services, hotel, legal and construction markets. We believe that our  markets
are expanding for our products.

*    Medical AssetWare

Our  technology  offers easily searchable files in a controlled  environment,
allowing  for record sharing among associated doctors or referrals, yet  with
improved security allowing for privacy of record keeping.

New  Mexico  Software, through its MagZoom technology, can deliver  even  the
highest resolution X-ray over the web in a matter of seconds, with diagnostic
quality  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.

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

We  also  provide digital lifecycle 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 graphic images, animation sequences, video clips, audio
recordings,   text,   television  program  material,  movie   trailers,   and
educational films.

Our  technology  allows clients and their customers to access  certain  files
themselves and limits their access to only those files 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 customers' end users 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 searched by keyword, color, texture or shape.

*    Government

We also work with many government agencies and have developed for them a file
sharing multiple database technology that allows 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 files by different divisions. This model provides  us
recurring  revenue  from  a variety of government agencies,  including  seven
national laboratories.

Customers

Although  we were still dependent upon a small number of clients in the  year
ended December 31, 2003, we believe that trend is changing.  During the  year
ended December 31, 2003, seven clients accounted for 85% of our revenues,  as
compared  to  the year ended December 31, 2002, when three clients  accounted
for  67% of our revenues.  As we retain current clients and gain new clients,
this  reliance on a small number of customers will continue to decrease.   In
addition,  while our Roswell product will continue to depend on a  relatively
small  number of customers, we expect an expanded customer base for  our  DFC
product, and a wide retail base for our Taos product.  Overall, we anticipate
that  our  customer base will broaden in the next year with the marketing  of
these  newer  products,  giving  more stability  and  predictability  to  our
revenues.




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Our Intellectual Properties

We  have several proprietary aspects to our software that 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.  In addition, as stated above  in  the
technology  section,  the  compiled software code  that  we  offer  makes  it
difficult  to  use  the  source code to create other similar  programs,  even
though  the  code  used  originates from Open Source.  This  provides  better
protection and security of our products.

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 that 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.

Government Regulation

Our  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.




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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 we are 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  digital lifecycle 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 competitors have all of  our
comparable features for the complete management and distribution of images.

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

Our  products  organize,  search, retrieve, display, archive  and  distribute
digital content from a central repository.  Further, they convert analog  and
digital  files  to all digital.  They use the popular Linux  based  operating
system.   The  software  handles photographs and  images,  email,  electronic
files, and paper documents.  It includes a web server, database, firewall and
search  engine.   The product receives faxes in digital form  and  the  files
become indexed and searchable. A new file is produced in the Adobe PDF format
allowing  speedy download and protection of the original file.  It  can  scan
documents from high-speed Ricoh document scanners.  Like Roswell, the Digital
Filing  Cabinet  can e-mail customized  shopping carts of  unlimited  size  -
sending   recipients  a  link  and  not  an  attachment.   It  also  provides
instantaneous  distribution,  which reduces the  cost  of  overnight  courier
services.

Our first marketing effort with IT Marketing Corporation and Toshiba has come
to  a  conclusion.  A second  marketing effort was started with IT  Marketing
Corporation  in 2003.  IT Marketing Corporation is located in Austin,  Texas.
New  Mexico  Software is working with IT Marketing Corporation to  distribute
products  built  by  New Mexico Software.  In addition,  they  are  providing
telemarketing assistance to help build the end user and reseller distribution
channels, which will support the sales of our products.

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.  In January 2004 we  hired  a  public
relations agency to improve our brand management strategy.  The importance of
brand  recognition  will continue to increase as new  competitors  enter  the
digital lifecycle 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  our
products,  which  could  compete with our products.  Such  competition  could
materially adversely affect our financial condition.  Although we  have  been
established for nine 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.




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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.   First,
it  offers the ability to magnify details in high-resolution graphic  images;
and  second, it 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.

Copyrights and Trademarks

We  have  four copyright registrations, one of which was effective  June  18,
2001,  and  three federal trademark applications which were filed in  January
2000.  The copyright is for our MagZoom product.  Three additional trademarks
were  granted  in 2002 and they are:  for the names "AssetWare,"  "Real  Time
Real Organized Real Simple," and "The Look and Feel of e-Commerce."

Employees

As of March 31, 2004, we had 15 employees, including 9 in systems engineering
and  quality assurance; 4 in administration and sales; and 2 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.   Our
firm  also  hires independent sales agents who work on commission, and  these
agents  are  paid  a  percentage of the sale once the  transaction  has  been
completed.

ITEM 2.  DESCRIPTION OF PROPERTY

We  currently lease a 3,000 square foot facility in Albuquerque, New  Mexico,
at  a cost of approximately $3,000 per month.  The lease expires on July  31,
2004.   On March 29, 2004 we signed a new five-year lease for a new space  of
approximately 3,000 square feet in the same building complex, at  a  cost  of
approximately  $3,000  per  month, to replace  the  current  space.  The  new
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 new space provides adequate room for
expansion.   In  addition, we will have access to a  large  power  generator,
which will enable our servers to continue operating during power outages.  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.  Current
monthly  lease payments are $3,333.   The lease term commenced June 8,  2000,
and  expired  on June 8, 2003.  Neither New Mexico Software nor the  landlord
realized  the lease had expired.  We are currently negotiating a  renewal  of
the  current lease for a five-year term.  If we are unable to renew the lease
with terms satisfactory to us, we believe similar space will be available  at
comparable rates.




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ITEM 3.  LEGAL PROCEEDINGS

On  October  20,  2003, we received a written demand from Kurt  Grossman  for
payment in full of a one-year promissory note issued by us on April 23, 2002,
to  Mr.  Grossman and his wife evidencing a loan of $50,000 by Mr.  and  Mrs.
Grossman to us.  The demand includes payment for the principal amount of  the
note  of  $50,000,  fixed interest of $5,000, and post  default  interest  of
$2,665.62.   Mr.  Grossman  informed us that he intended  to  commence  legal
action  if  the  note, plus interest, was not paid on or before  October  23,
2003.   A  court date is set for April 23, 2004 in California to resolve  the
dispute, and we have hired an attorney to represent us in that action.

In  October  2003  we  entered into an interim agreement  with  the  Internal
Revenue  Service  concerning the repayment of federal tax deposits  which  we
failed  to pay for the four operating quarters ended September 30, 2003.   We
have  agreed to pay $5,000 per month beginning November 1, 2003.  During this
interim period the IRS has agreed withhold the filing of a federal tax  lien.
Consideration  of  filing  a  lien  in  the  future  will  be  based  upon  a
determination of how long it may take to pay the taxes.  Also, our failure to
make  timely  federal  tax deposits will default this interim  agreement  and
necessitate the filing of the lien.  Our tax returns for the unpaid  quarters
are  being assessed by the IRS, and we expect to receive an assessment notice
for  each period upon completion of this assessment.  We estimate that  these
assessments  will total approximately $300,000, plus interest and  penalties.
Since  the  end of the third quarter 2003, we have made on-time  payments  of
current payroll taxes for both the state and federal agencies.

On March 9, 2004, our legal counsel received a letter from the attorney
representing Manhattan Scientifics.  The letter threatened litigation
against us and Richard Govatski for tortious interference with
contract.  This is based on the fact that we have declined to honor
Manhattan Scientifics request for a cashless exercise of our Common
Stock Purchase Warrants issued to them.  It is our position that the
warrants were issued in a transaction that was not an arms length
transaction and therefore, the warrants should be cancelled.


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

No matters were submitted to a vote of the security holders during the fourth
quarter ended December 31, 2003.


                                  PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our  stock  is  currently quoted on the OTC Bulletin Board under  the  symbol
"NMXS."   The  table below sets forth, for the periods indicated  below,  our
high  and  low  sales prices.  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, 2002             First         $0.40     $0.32
                                   Second        $0.50     $0.20
                                   Third         $0.26     $0.17
                                   Fourth        $0.23     $0.17

     FISCAL YEAR ENDED
     DECEMBER 31, 2003             First         $0.19     $0.05
                                   Second        $0.11     $0.055
                                   Third         $0.21     $0.06
                                   Fourth        $0.71     $0.20

     FISCAL YEAR ENDING
     DECEMBER 31, 2004             First         $1.17     $0.40




-PAGE-





Our  shares  are  subject to Rule 15g-9 under the Exchange Act.    This  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.

Shareholders

As  of March 29, 2004, there were 352 holders of record of our common shares.
Such  number  of record owners was determined from our shareholders'  records
maintained  by our transfer agent and does not include beneficial  owners  of
our  common  stock held in the name of various security holders, dealers  and
clearing agencies.

Dividends

We  did  not declare any cash dividends on our common stock during the  years
ended  December  31,  2003.  We have no plans to pay  any  dividends  to  the
holders of our common stock in 2004.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Overview

New  Mexico  Software  develops digital lifecycle  management  systems.   The
digital  lifecycle is the strategy that associates database information  with
both  paper and digital files including text, email, images, audio, graphics,
video  and animation files, and coordinates access to a common repository  of
these  processes  and  files.   The digital lifecycle  encompasses  creation,
approval,  sharing, storage, retrieval, usage, capture and archiving  of  the
database  information.  It is appropriate for a wide variety  of  industries,
including  government, medical, entertainment, and IT  markets,  providing  a
significant  opportunity for market penetration.  Our core product,  Roswell,
is  an  enterprise-level  platform that manages digital  files.   It  manages
assets  by creating folders, or groups of files, catalog hierarchies,  users,
user  groups,  and user permissions.  The files are managed by  our  database
that maintains both the membership of the file in a folder(s) and information
about  the file.  Roswell's main user interface is a web browser, which makes
it accessible and more intuitive to a greater number of users.  It can be run
on Windows or Linux operating systems.

Some  challenges  we face in the next year are developing a sales  force  and
distribution channels in order to market our products and educating potential
customers about the benefits of digital management systems.  We have hired IT
Marketing  Corporation, a marketing firm in Texas, to help us work  with  end
users,  and  to  assist us with promotions.  We have also  hired  independent
sales agents to help sell our products.  We have hired a manager to focus  on
providing education about our products to potential customers, and we provide
demo  software on the Internet for this purpose, so that customers can better
understand how the digital lifecycle works.

We presently realize revenues from four primary sources:  (i) software sales,
maintenance  and  hosting;  (ii)  professional  services,  including   custom
programming,  scanning and database management services; (iii) license  fees;
and  (iv)  technical support.  To date, license fees and software maintenance
have  been  directly related.  With each sale of our products, the  end  user
enters  into  a license agreement for which an initial license fee  is  paid.
The  license  agreement also provides that in order to continue the  license,
the  licensee must pay an annual software maintenance fee for which the party
receives  access to product upgrades and bug fixes or product patches.   This
structure will continue with our Roswell product; therefore, we anticipate  a
positive impact on license fees, software maintenance, and custom programming
revenues  from  Roswell sales.  However, according to an  article  in  Forbes
magazine on March 29, 2004, software companies are gradually relying less  on
the  software license for revenues and more on professional services such  as
programming  and consulting.  Management believes this trend applies  to  our
revenues  as  well,  since Roswell is our only product  that  will  use  this
licensing  structure.   Therefore, although we expect a  positive  impact  on
license fees from Roswell, we believe software sales, custom programming, and
professional services will provide a greater portion of our revenues  in  the
coming years.




-PAGE-





With  the marketing of the DFC and Taos products, management anticipates that
revenues  for  direct software sales and technical support will  increase  as
those  products  are sold and the associated technical support  programs  are
purchased.   The change in focus on our newer products reflects  management's
belief  that  a broader range of products and customers will provide  greater
stability in revenues.

Another  new marketing area that we are developing is the need for  customers
to  hire our engineers to connect our software to existing software owned  by
the  customer.  We  now  have several contracts in  which  we  are  "welding"
different databases to our database with good success. This could be  a  very
important growth area for us in the future.

Scanning  services are performed by Working Knowledge at its  site  in  Santa
Monica,  California.  Revenues for scanning services increased  in  the  year
ended  December 31, 2003, because of a large on-going contract with  a  major
entertainment  studio  to scan over 8,000 movie titles and  their  associated
media  files.   In the past, management has anticipated that  these  services
will be reserved in the future primarily for existing customers and customers
of  our  core  products, although revenue could be generated from unsolicited
customers.   Accordingly, in 2003 management has not  focused  on  developing
this  segment  of  our  business, but will reassess the  importance  of  this
revenue source in the coming year.

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

Critical Accounting Policies

The  discussion  and  analysis  of our financial  condition  and  results  of
operations  are based upon our consolidated financial statements, which  have
been prepared in accordance with accounting principles generally accepted  in
the  United States of America.  The preparation of these financial statements
requires  us to make estimates and judgments that affect the reported  amount
of  assets and liabilities, revenues and expenses, and related disclosure  of
contingent  assets  and liabilities at the date of our financial  statements.
Actual results may differ from these estimates under different assumptions or
conditions.

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

Notwithstanding the foregoing, we recognize revenue from sales of proprietary
software  that  do  not  require further commitment from  us  upon  shipment.
During  2002, we shipped software under a contract with Physicians Telehealth
Network  ("PTN")  and  recognized $500,000 in revenue  from  the  sale.   The
agreement with PTN provided for the licensing of the technology for $500,000,
which  amount  was recorded as income during 2002.  In the first  quarter  of
2003,  certain of PTN's assets were taken over by a group of investors headed
by  Kurt Grossman and the initial contract we received continued with the new
investor  group named Doctors Telehealth Network ("DTN").  DTN  has  made  no
payments  under the contract.  During the second quarter of 2003,  management
determined  that DTN was not going to proceed with the project and  we  wrote
off  the receivable related to it.  Management does not intend to pursue  the
contract and has rescinded the license granted in the agreement.




-PAGE-





                                  2003                  2002
                                        % of                   % of
                             Amount    Revenue      Amount    Revenue
                         ----------------------------------------------
Revenues                 $ 1,300,000      100%  $ 1,658,000     100%
Cost of service              330,000     25.4%      527,000    31.8%
                         ----------------------------------------------
Gross profit                 970,000     74.6%    1,131,000    68.2%
                         ----------------------------------------------
General & administrative   1,709,000    129.1%    1,386,000    83.6%
Research & development       112,000      8.6%      176,000    10.6%
Impairment of good will            0                 22,000     1.3%
                         ----------------------------------------------
Net operating (loss)        (851,000)   (63.1%)    (453,000)  (27.3%)
                         ----------------------------------------------
Other income (expense)       (33,000)    (2.5%)     (69,000)  (4.2%)
                         ----------------------------------------------
Net income (loss)           (884,000)   (65.6%)    (522,000) (31.5%)
                         ==============================================
Earnings (loss) per share   $  (0.03)              $  (0.02)


Revenues:   Total revenues decreased 21.6%, or $358,000, for the  year  ended
December  31,  2003, as compared to the same period in the  prior  year  (the
"comparable  prior  year period").  These revenues were  generated  from  the
following four revenue streams:

* Revenues generated by software sales and maintenance decreased 20.1%, or
$212,000, for the year ended December 31, 2003, as compared to the comparable
prior year period.  This decrease is attributable in part to a single contract
with Physicians Telehealth Network (PTN), from which we recognized revenue of
$500,000  in license fees during 2002.  Revenues from software  sales  and
maintenance other than the PTN contract increased 52.1%, or $288,000 for the
current year as compared to the comparable prior year period (from $553,000 in
2002 to $841,000 in 2003).  This increase is attributable to the fact that wea
are now marketing our product as a standard retail product.  Although we will
continue hosting for various existing clients and for our Roswell product, we
are focusing new marketing efforts on the sale of our standard products as
well as on building custom products. Management anticipates that revenues in
this category will continue to increase, although there is no assurance that
they will increase at the current rate.

* Custom programming revenue increased 112.3%, or $118,000, for the  year
ended December 31, 2003, as compared to the comparable prior year period. This
increase was primarily due to two contracts for customized software services
for $75,000 and $72,000, respectively.  There are some customers that purchase
our standard products and require customization, and we continue to offer this
service.  In addition, our Roswell product will be offered as a customizable
package.  Therefore, we anticipate that this revenue will continue to
increase.

* Revenues generated by license fees decreased 65.5%, or $114,000, for the
year ended December 31, 2003, as compared to the comparable prior year period.
This decrease is primarily attributable to the fact that we did not enter into
any significant new licenses during the year.  Management believes that this
category may be a less significant portion of future revenues.  We may license
the software in certain products, however, we anticipate most revenues will be
generated from sales of our software products.

* Revenue generated by scanning services increased 124%, or $93,000, for the
year ended December 31, 2003, as compared to the comparable prior year period,
due  to  a  large  long-term contract with a major movie studio.   Although
management had anticipated that the services provided by Working Knowledge
would generally be limited to our existing or future clients and would not be
our primary focus, causing revenues generated by Working Knowledge to remain
consistent or increase modestly in the future, we will reassess the importance
of this revenue source in the coming year.

* Other revenue was generated by consulting services for data base design and
other miscellaneous items. Revenue generated by these other services decreased
97.2% or $243,000, for the year ended December 31, 2003, as compared to the
comparable prior year period.  The cessation of Sprint commissions due to the
termination of the Sprint agreement was the main factor in the decrease of
these revenues.




-PAGE-






     Cost  of  Services.  Cost of services decreased 37.4%, or $197,000,  for
the  year  ended December 31, 2003, as compared to the comparable prior  year
period.  Cost of services as a percentage of revenues decreased to 25.4%  for
the  year  ended December 31, 2003 from 31.8% for the comparable  prior  year
period.  This reduction in costs of services is attributable primarily  to  a
reduction  of  engineering  expenses  following  completion  of  the  primary
research  and  development phase of our software.  Management  believes  this
current  percentage is more indicative of the percentage of costs  associated
with  revenues in the future, but until we have been in the active  marketing
phase  for  a  longer period, management is unable to yet determine  to  what
extent this percentage may change in the future.


     General   and  Administrative.   General  and  administrative   expenses
increased  23.3%,  or  $323,000, for the year ended  December  31,  2003,  as
compared  to  the comparable prior year period.  This increase was  primarily
attributable  to  bad debt expense of $500,000 due to the  write-off  of  the
receivable  associated  with  the DTN contract.  General  and  administrative
expenses  other  than the DTN expense decreased from $1,386,000  in  2002  to
$1,209,000 in 2003.  This decrease of 14.6% or $177,000 is primarily due to a
reduction  in  staff,  resulting in lower salaries  and  compensation-related
expenses.   General and administrative expenses as a percentage  of  revenues
were  131.5% for the year ended December 31, 2003, as compared to  83.6%  for
the  comparable prior year period.  General and administrative expenses as  a
percentage  of  revenues without DTN contract were 93.0% for the  year  ended
December  31,  2003,  as  compared to 119.7% for the  comparable  prior  year
period.   Management  believes the percentage of general  and  administrative
costs will decrease in the future because revenues will increase at a greater
rate  than  general and administrative costs, but until we have been  in  the
active  marketing  phase for a longer period, management  is  unable  to  yet
determine to what extent this percentage may change in the future.

     Research  and Development.  Research and development expenses  decreased
36.4%,  or $64,000, for the year ended December 31, 2003, as compared to  the
comparable  prior  year  period.  This decrease  was  primarily  due  to  the
completion  of  the  development of our core software and the  refocusing  of
research  and  development  to  upgrading the  existing  products  to  remain
competitive in the industry.

     Other Income.  Interest income decreased 100.0%, or $1,000, for the year
ended  December  31, 2003, as compared to the comparable prior  year  period.
Interest expense increased 45.2%, or $19,000 for the year ended December  31,
2003,  as  compared  to the comparable prior year period.   The  increase  in
interest expense was attributable to estimated penalties and interest on  the
past-due  payroll  taxes of approximately $30,000.   There  was  no  loss  on
disposal of fixed assets in 2003.

Liquidity and Capital Resources

Although we had a negative operating cash flow during the year ended December
31,  2003  as  compared to a positive operating cash flow in  the  comparable
prior year period, we believe that our ability to provide the necessary  cash
for operations from internal sources is improving.  The positive cash flow in
the prior year is partially attributable to $469,000 in salaries and services
paid  through equity transactions.  In 2003, payment of salaries and services
through equity transactions decreased by $100,000 to $369,000.

Also,  in 2003, we paid down a significant portion of trade accounts payable,
decreasing  the  balance from $315,000 at December 31, 2002  to  $122,000  at
December 31, 2003.  Of the balance of $122,000 at December 31, 2003,  $33,000
were current, $16,000 were between 31 and 60 days delinquent, $0 were between
61 and 90 days delinquent, and $73,000 were over ninety days delinquent.  The
four  largest creditors include a news magazine ($25,000), the State  of  New
Mexico  payroll  taxes  ($24,000),  legal counsel  ($10,000),  another  legal
counsel  ($9,000).   However,  of  the  $73,000  that  is  over  ninety  days
delinquent,  $35,000 is being paid in installments according  to  agreed-upon
payment  plans, and we are current in our payments in accordance  with  these
agreements,  and the $25,000 to the news magazine was paid  in  full  in  the
first quarter of 2004.

We  also  continue  to accrue the salary of our president, Richard  Govatski,
which at December 31, 2003, was an aggregate of $106,000.  Payroll taxes  due
at  December 31, 2003, were $350,000, including penalties and interest.   Our
inability  to pay or settle these obligations, especially the amount  due  to
the  IRS,  could  have a material negative impact on our business  and  could
affect our ability to continue as a going concern.




-PAGE-






Accounts receivable decreased from $643,000 in 2002 to $450,000 in 2003.  The
write-off of the DTN receivable accounts for a decrease of $500,000.   Taking
into  account this write-off, receivables have increased $307,000  from  last
year.   This  increase is partially due to an agreement for  advertising,  of
which  $135,000 in advertising is still owed to us and will be used in  2004,
and  partially due to beginning large projects for the U.S. Government and  a
major  Hollywood entertainment studio at the end of the year (three customers
had  balances of $82,000, $85,000 and $72,000 respectively as of December 31,
2003;  each  was  paid  in the first quarter of 2004). These  contracts  will
continue to produce recurring revenues in 2004.

Operating  activities used $179,000 of cash for the year ended  December  31,
2003, as compared to operating activities generating $76,000 of cash for  the
comparable prior year period.  The increase in the use of cash was  primarily
due  to  the effort to pay accumulated accounts payable and payroll taxes  as
discussed  in Liquidity and Capital Resources above.  There was a significant
decrease in deferred revenue from hosting activities provided by a change  in
sales methodology where sales of licenses are immediately included in revenue
instead  of a term contract over a period of time which required deferral  of
revenue.   In addition, because we did not have access to available cash  for
payroll on several occasions during the period, we paid employee salaries and
outside consulting fees with equity-based compensation.  However, we have had
to  make  equity-based payments to employees in lieu of cash  only  one  time
since March 2003.

Investing  activities  used $1,000 of cash for the year  ended  December  31,
2003,  as  compared to $354,000 for the comparable prior  year  period.   The
decrease  in  the  cash  used for investing activities  for  the  year  ended
December  31,  2003 was primarily attributable to the disposal  of  the  Sony
Petasite equipment in 2002.

Financing  activities provided $152,000 in cash for the year  ended  December
31,  2003,  as  compared to financing activities providing $260,000  for  the
comparable  prior  year period.  The decrease in cash provided  by  financing
activities was primarily attributable to a reduction in funds borrowed by us.
Of  the cash provided by financing activities for the year ended December 31,
2003,  $25,000  of  the  total amount was attributable  to  a  loan  from  an
investment banking firm.  Also, $28,000 was attributable to net proceeds from
a private stock offering of shares of common stock, and we reduced the amount
due on our line of credit during this period by $44,000.

In  January 2003, we issued 250,000 shares of common stock for gross proceeds
of  $28,000.   During  2003,  we  issued 135 shares  of  Series  A  Preferred
Convertible  stock  for  gross  proceeds  of  $135,000.   These  shares   are
convertible  at any time by the shareholder at a rate equal  to  70%  of  the
average bid price of the common stock on the conversion date, at a minimum of
$0.05  and  a  maximum of $.25 per share.  The Series A Preferred Convertible
stock  has  no  preference with respect to dividends declared by  New  Mexico
Software.

Management anticipates that our primary uses of capital in the future periods
will  be  allocated  to continue to satisfy delinquent  obligations  and  for
working  capital  purposes.  Our business strategy  is  to  increase  working
capital  by  internal  growth  through  continued  hosting  of  our  existing
customers,  sale of licenses for our Roswell products, maintenance  of  these
licenses,  and  sales  of our retail products DFC and  Taos,  and  externally
through the sale of potentially dilutive securities.  We may also continue to
incur  debt as needed to meet our operating needs.  In addition,  we  may  be
forced  to  issue  additional equity compensation to  employees  and  outside
consultants to meet payroll and pay for needed legal and other services.

At  December 31, 2003, we had an outstanding balance on a line of credit with
Los  Alamos National Bank (LANB) which was originally due on July  24,  2002.
The outstanding principal amount due at that date was $300,000, plus interest
of  $10,545.  We negotiated a three month extension on the repayment  of  the
outstanding balance of the line of credit by reducing the principal amount of
the  debt with the payment of $50,000 and the payment of the interest due  on
July  24, 2002.  We were able to negotiate an extension of the amount due  on
the  line  of credit until April 24, 2003, by paying $25,000 of the principal
amount  due  and $4,555 in interest due at October 24, 2002.   On  April  24,
2003, we paid $12,224 of principal and $12,768 of interest, and we negotiated
another  six-month  extension to October 20, 2003. On  October  20,  2003  we
negotiated  an  extension of the amount due until April 23,  2004  by  paying
$25,000  in principal and $7,500 in interest.  The principal balance due  for
this line of credit was $188,420 as of December 31, 2003.  On March 27, 2004,
we  received  a letter from LANB extending the note until October  15,  2004,
with payment of $25,000 of principal and approximately $6,000 of interest due
on  April 15, 2004.  The company has the necessary cash to continue to reduce
the note under these circumstances and plans to make payment on time in April
2004.   Our  inability  to retire this debt, negotiate an  extension  of  the
payment amount and/or date, or obtain an alternative loan would likely have a
material  negative impact on our business, and could impair  our  ability  to
continue  operations if the bank foreclosed on the note.  However,  the  bank
has  continued to extend the note six months at a time, providing we  pay  an
agreed-upon  amount of principal and interest at the time of  the  extension.
We believe that LANB will continue to work with us in this manner.




-PAGE-






We do not currently have material commitments for capital expenditures and do
not  anticipate  entering into any such commitments during  the  next  twelve
months.   Our current commitments consist primarily of lease obligations  for
office space.

Management anticipates that the capital requirements for operations for the
next twelve months will be approximately $1,200,000 - $1,500,000, based on
cash flow projections.  The company currently has contracts which provide
for recurring revenues of approximately $600,000 for hosting and technical
support over the next twelve months.  Based on the prior year licensing and
custom programming revenue, we can expect these services to generate an
additional $300,000 - $400,000 over the next twelve months.  We anticipate
that new clients and our new products will provide the remaining necessary
capital for the next year.   In addition, if the company is not able to
provide the necessary capital for the next year from revenues, we have a
commitment of a line of credit of $500,000 to cover any additional funds
needed.  On November 6, 2003 we received a letter of intent to invest
$500,000 in New Mexico software over the next six months, which will provide
working capital necessary for operations over the next twelve months and to
retire long-term debt and past-due payroll taxes.  Through a combination of
increased marketing efforts and continued reduction of expenses, management
anticipates positive working cash flow during 2004.






















-PAGE-





ITEM 7. FINANCIAL STATEMENTS




BECKSTEAD AND WATTS, LLP
CERTIFIED PUBLIC ACCOUNTANTS
                                                       3340 Wynn Road, Suite B
                                                           Las Vegas, NV 89102
                                                                  702.257.1984
                                                            702.362.0540 (fax)

                         INDEPENDENT AUDITORS' REPORT


Board of Directors
NMXS.com, Inc. and Subsidiaries
Albuquerque, New Mexico

We  have  audited the  Balance  Sheets of NMxS.com, Inc. and Subsidiaries (the
"Company"), as of December 31, 2003 and  2002,  and  the related Statements of
Operations,  Stockholders' Equity, and Cash Flows for the  years  then  ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on my audit.

We conducted my audit in accordance with generally accepted auditing standards
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
statement  presentation.   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 my
audit provides a reasonable basis for my opinion.

In our opinion, the financial  statements referred to above present fairly, in
all  material  respects,  the  financial position   of   NMXS.com,   Inc.  and
Subsidiaries  as  of  December  31,  2003 and  2002,  and  the  results of its
operations  and  cash  flows  for  the years  then  ended, in conformity  with
generally accepted accounting principles in the United States of America.



March 29, 2004





-PAGE-





                              NMXS.com, Inc. and Subsidiaries
                                Consolidated Balance Sheets
                             (Rounded to the nearest thousand)

<TABLE>
<CAPTION>
                                                                          December 31,
                                                                    -------------------------
                                                                       2003          2002
                                                                    -----------   -----------
<S>                                                                       <C>           <C>
Assets

Current assets:
  Cash and equivalents                                              $    11,000   $    39,000
  Accounts receivable, net                                              450,000       643,000
  Inventory                                                               3,000             -
  Prepaid expenses and other assets                                      21,000        42,000
  Officer advances                                                            -         1,000
                                                                    -----------   -----------
     Total current assets                                               485,000       725,000
                                                                    -----------   -----------

Furniture, equipment and improvements, net                              141,000       226,000
Security deposits                                                        39,000        39,000
Goodwill, net                                                            75,000        75,000
                                                                    -----------   -----------
                                                                    $   740,000   $ 1,065,000
                                                                    ===========   ===========

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
  Accounts payable                                                  $   122,000   $   315,000
  Accrued expenses                                                      465,000       318,000
  Deferred revenue                                                       70,000             -
  Notes payable                                                         276,000       287,000
                                                                    -----------   -----------
     Total current liabilities                                          933,000       920,000
                                                                    -----------   -----------

Stockholders' equity (deficit):
  Preferred stock, $0.001 par value, 500,000 shares
   authorized, no shares issued and outstanding
   as of 12/31/03 and 12/31/02, respectively                                  -             -
  Common stock, $0.001 par value, 50,000,000 shares
   authorized, 29,392,256 and 24,757,726 shares issued and
   outstanding as of 12/31/03 and 12/31/02, respectively                 29,000        25,000
  Additional paid-in capital                                          8,861,000     8,184,000
  Prepaid compensation                                                 (135,000)            -
  Accumulated (deficit)                                              (8,948,000)   (8,064,000)
                                                                    -----------   -----------
                                                                       (193,000)      145,000
                                                                    -----------   -----------
                                                                    $   740,000   $ 1,065,000
                                                                    ===========   ===========
</TABLE>




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







-PAGE-







                         NMXS.com, Inc. and Subsidiaries
                       Consolidated Statements of Operations
                         (Rounded to the nearest thousand)
<TABLE>
<CAPTION>
                                                              For the years ended
                                                                  December 31,
                                                          ---------------------------
                                                              2003           2002
                                                          ------------   ------------
<S>                                                              <C>            <C>
Revenue
  Software sales and maintenance                          $    841,000   $  1,053,000
  Custom programming                                           224,000        106,000
  License fees                                                  60,000        174,000
  Scanning services                                            168,000         75,000
  Other                                                          7,000        250,000
                                                          ------------   ------------
                                                             1,300,000      1,658,000
                                                          ------------   ------------

Operating costs and expenses:
  Cost of services                                             330,000        527,000
  General and administrative                                 1,678,000      1,386,000
  Research and development                                     112,000        176,000
  Impairment of goodwill                                             -         22,000
                                                          ------------   ------------
     Total operating costs and expenses                      2,120,000      2,111,000
                                                          ------------   ------------

Net operating (loss)                                          (820,000)      (453,000)

Other income (expense):
  Interest income                                                    -          1,000
  Interest (expense)                                           (64,000)       (45,000)
  (Loss) on disposal of fixed assets                                 -        (25,000)
                                                          ------------   ------------
     Total other income (expense)                              (64,000)       (69,000)
                                                          ------------   ------------

Net (loss)                                                $   (884,000)  $   (522,000)
                                                          ============   ============

Weighted average number of
 common shares outstanding - basic and fully diluted        26,794,295     23,271,379
                                                          ============   ============

Net (loss) per share - basic and fully diluted            $      (0.03)  $      (0.02)
                                                          ============   ============
</TABLE>




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








-PAGE-







                             NMXS.com, Inc. and Subsidiaries
                   Consolidated Statements of Stockholders' Equity (Deficit)
                            (Rounded to the nearest thousand)
<TABLE>
<CAPTION>                                                                                                                 Total
                                                                                                                          Stock-
                         Preferred Stock      Common Stock         Additional                                             holders'
                        ------------------ ----------------------  Paid-in     Subscriptions    Prepaid    Accumulated    Equity
                         Shares    Amount   Shares      Amount     Capital        Payable     Compensation  (Deficit)    (Deficit)
                        --------- -------  -----------  ---------  ----------- -------------  ------------  ---------  -----------
<S>                        <C>       <C>      <C>         <C>         <C>           <C>           <C>           <C>          <C>

Balance forward
 December 31, 2001             -  $     -   22,116,784  $  22,000  $ 7,550,000  $         -   $        -   $(7,542,000) $  30,000

Issuance of shares
previously issuable                             21,946                                                                          -

Issuance of common stock
for salaries                                    42,349                  15,000                                             15,000

Issuance of common stock
for services                                    29,497                 212,000                                            212,000

Issuance of common stock
for services                                   492,480      1,000       90,000                                             91,000

Issuance of common stock
for severance                                   34,422                  13,000                                             13,000

Issuance of common stock
for salaries                                   148,082                  53,000                                             53,000

Issuance of common stock
for services                                   103,305                  58,000                                             58,000

Issuance of common stock
for salaries                                   122,316                  27,000                                             27,000

Sale of common stock, net                    1,346,545      1,000      147,000                                            148,000

Sale of common stock, net                      300,000      1,000       19,000                                             20,000

Net (loss)
 For the year ended
 December 31, 2002                                                                                            (522,000)  (522,000)
                        --------- -------  -----------  ---------  ----------- -------------  ------------  ---------  ----------

Balance, December 31, 2002     -        -   24,757,726     25,000    8,184,000            -            -    (8,064,000)   145,000

Issuance of common stock
for salaries                                    60,143                  11,000                                             11,000

Issuance of common stock
for services                                     5,208                   1,000                                              1,000

Cash received for
sale of common stock                                                                 28,000                                28,000

Issuance of common stock
for salaries                                   142,241                  21,000                                             21,000

Issuance of common stock
for services                                    12,500                   2,000                                              2,000

Issuance of options
for services                                                            65,000                                             65,000

Issuance of common stock
for salaries                                   199,422                  24,000                                             24,000

Issuance of common stock
for services                                    18,045                   2,000                                              2,000

Issuance of common stock
for salaries                                   146,901                  16,000                                             16,000

Issuance of common stock
for services                                    36,090                   4,000                                              4,000

Issuance of common stock
for services                                    10,000                   1,000                                              1,000

Cash received for
sale of preferred stock                                                              30,000                                30,000

Issuance of common stock
for services                                   100,000                  20,000                                             20,000



</TABLE>








-PAGE-









                                NMXS.com, Inc. and Subsidiaries
                   Consolidated Statements of Stockholders' Equity (Deficit)
                               (Rounded to the nearest thousand)
                                          (continued)

<TABLE>
<CAPTION>                                                                                                                 Total
                                                                                                                         Stock-
                         Preferred Stock      Common Stock         Additional                                            holders'
                        ------------------ ----------------------  Paid-in     Subscriptions   Prepaid     Accumulated    Equity
                         Shares    Amount   Shares      Amount     Capital        Payable     Compensation  (Deficit)    (Deficit)
                        --------- -------  -----------  ---------  ----------- -------------  ------------  ---------   ----------
<S>                        <C>       <C>      <C>         <C>         <C>           <C>           <C>           <C>         <C>

Issuance of common stock
for services                                   170,000                  17,000                                             17,000

Issuance of common stock
for services                                    42,500                   3,000                                              3,000

Issuance of common stock
for services                                    57,611                   4,000                                              4,000

Issuance of common stock
for services to be rendered                  1,500,000      2,000       88,000                   (90,000)                       -

Cash received for
sale of preferred stock                                                              30,000                                30,000

Issuance of common stock
for services to be rendered                    500,000      1,000       29,000                   (30,000)                       -

Issuance of options
for services                                                             7,000                                              7,000

Issuance of warrants
for services                                                            67,000                                             67,000

Cash received for
sale of preferred stock                                                              75,000                                75,000

Issuance of preferred stock
for cash                     135        -                              135,000     (135,000)                                    -

Issuance of common stock
for services to be rendered                    250,000                  15,000                   (15,000)                       -

Compensation
expense                                                                                           15,000                   15,000

Issuance of common stock
for cash                                       250,000                  28,000      (28,000)                                    -

Issuance of common stock
for services                                   200,000                  16,000                                             16,000

Issuance of common stock
for salaries                                    41,369                  17,000                                             17,000

Issuance of common stock
for services                                   365,000      1,000       32,000                                             33,000

Issuance of common stock
for services to be rendered                    500,000                  30,000                   (30,000)                       -

Issuance of common stock
for bonuses                                     27,500                  11,000                                             11,000

Issuance of options
for services                                                            11,000                                             11,000

Compensation
expense                                                                                           15,000                   15,000

Net (loss)
  For the year ended
  December 31, 2003                                                                                            (884,000) (884,000)

                        --------- -------  -----------  ---------  ----------- -------------  ------------  ---------   ----------
Balance, December 31, 2003   135     $  -   29,392,256  $  29,000  $ 8,861,000    $       -   $ (135,000)   $(8,948,000)$(193,000)
                        ========= =======  ===========  =========  =========== =============  ============  =========   ==========

</TABLE>



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







-PAGE-






                                NMXS.com, Inc. and Subsidiaries
                             Consolidated Statements of Cash Flows
                               (Rounded to the nearest thousand)
<TABLE>
<CAPTION>
                                                                         For the years ended
                                                                            December 31,
                                                                     ---------------------------
                                                                         2003           2002
                                                                     ------------   ------------
<S>                                                                         <C>            <C>

Cash flows from operating activities
Net (loss)                                                           $   (884,000)  $   (522,000)
Adjustments to reconcile net (loss) to
  net cash provided (used) by operating activities:
  Common stock issued for salaries                                         89,000        108,000
  Common stock issued for services                                        133,000        205,000
  Common stock issued for bonuses                                          11,000              -
  Stock options issued for services                                        83,000        156,000
  Warrants issued for services                                             67,000              -
  Depreciation and amortization                                            86,000        100,000
  Amortization of goodwill                                                      -         22,000
  Loss on disposal of fixed assets                                              -         25,000
Changes in operating assets and liabilities:
  Accounts receivable                                                     193,000       (174,000)
  Inventory                                                                (3,000)             -
  Estimated earnings in excess of billings on uncompleted contracts             -         18,000
  Prepaid expenses and other assets                                        21,000          8,000
  Officer advances                                                          1,000         31,000
  Security deposits                                                             -         15,000
  Accounts payable                                                       (193,000)       365,000
  Accrued expenses                                                        147,000              -
  Deferred revenue                                                         70,000       (266,000)
                                                                     ------------   ------------
Net cash provided (used) by operating activities                         (179,000)        91,000
                                                                     ------------   ------------

Cash flows from investing activities
  Acquisition of fixed assets                                              (1,000)      (369,000)
                                                                     ------------   ------------
Net cash (used) by investing activities                                    (1,000)      (369,000)
                                                                     ------------   ------------

Cash flows from financing activities
  Proceeds from notes payable                                              33,000        100,000
  Repayment of note payable                                               (44,000)       (50,000)
  Net proceeds from the issuance of common stock                          135,000              -
  Net proceeds from the issuance of preferred stock                        28,000        168,000
  Restricted cash                                                               0         42,000
                                                                     ------------   ------------
Net cash provided by financing activities                                 152,000        260,000
                                                                     ------------   ------------

Net (decrease) in cash equivalents                                        (28,000)       (18,000)
Cash equivalents - beginning                                               39,000         57,000
                                                                     ------------   ------------
Cash equivalents - ending                                            $     11,000   $     39,000
                                                                     ============   ============

Supplemental disclosures:
  Interest paid                                                      $       -      $        -
                                                                     ============   ============
  Income taxes paid                                                  $       -      $        -
                                                                     ============   ============

</TABLE>

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






-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements

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.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] Principles of consolidation:

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

[2] Revenue recognition:

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] Inventory:

Inventory,  which  is composed of component  parts  and  finished
goods,  is valued at cost on a specific identity basis for  those
items  with  serial numbers.  The remainder of the  inventory  is
valued  at the lower of first-in-first-out (FIFO) cost or market.
On  a  quarterly basis, management compares the inventory on hand
with  our records to determine whether write-downs for excess  or
obsolete inventory are required.






-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[5] 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.

[6] 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.

[7] 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.  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.

[8] Research and development expenses:

Costs  of  research and development activities  are  expensed  as
incurred.

[9] Advertising expenses:

The Company expenses advertising costs which consist primarily of
direct  mailings, promotional items and print media, as incurred.
Advertising  expenses amounted to $188,210 and  $15,000  for  the
years ended December 31, 2003 and 2002, respectively.

[10] 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.

[11] Stock-based compensation:

Statement  of Financial Accounting Standards No. 123, "Accounting
for  Stock-Based Compensation" ("SFAS 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.






-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[11] Stock-based compensation: (continued)

Statement  of Financial Accounting Standards No. 148  "Accounting
for  Stock-Based Compensation - Transition and Disclosure" ("SFAS
148")  provides alternative methods of transition for a voluntary
change  to  the fair value based method of accounting for  stock-
based  employee compensation.  In addition, SFAS 148  amends  the
disclosure requirements of SFAS 123 to require more prominent and
more  frequent  disclosures  in financial  statements  about  the
effects of stock-based compensation.

[12] 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, 2003 and 2002.

[13] 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, 2003, the Company has a prepaid rent  asset  of
$2,000.

[14] 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  $0  and
$22,000  as  impairment of goodwill as of December 31,  2003  and
2002.





-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

[15] Recent pronouncements:

In November 2002, the FASB issued FASB Interpretation ("FIN") No.
45,   "Guarantors  Accounting  and  Disclosure  Requirements  for
Guarantees,  Including Indirect Guarantees  and  Indebtedness  of
Others",  an  interpretation  of FIN  No.  5,  57  and  107,  and
rescission  of FIN No. 34, "Disclosure of Indirect Guarantees  of
Indebtedness of Others". FIN 45 elaborates on the disclosures  to
be  made  by  the  guarantor in its interim and annual  financial
statements about its obligations under certain guarantees that it
has  issued. It also requires that a guarantor recognize, at  the
inception of a guarantee, a liability for the fair value  of  the
obligation  undertaken  in  issuing the  guarantee.  The  initial
recognition and measurement provisions of this interpretation are
applicable  on  a  prospective  basis  to  guarantees  issued  or
modified  after December 31, 2002; while, the provisions  of  the
disclosure requirements are effective for financial statements of
interim  or  annual periods ending after December 15,  2002.  The
company  believes  that the adoption of such interpretation  will
not  have a material impact on its financial position or  results
of  operations and has adopted such interpretation during  fiscal
year 2003, as required.

In  January  2003, the FASB issued FIN No. 46, "Consolidation  of
Variable  Interest  Entities",  an interpretation  of  Accounting
Research  Bulletin  No.  51. FIN No. 46  requires  that  variable
interest entities be consolidated by a company if that company is
subject  to  a  majority of the risk of loss  from  the  variable
interest entity's activities or is entitled to receive a majority
of  the  entity's  residual returns or  both.  FIN  No.  46  also
requires  disclosures  about  variable  interest  entities   that
companies are not required to consolidate but in which a  company
has   a   significant   variable  interest.   The   consolidation
requirements  of  FIN No. 46 will apply immediately  to  variable
interest   entities   created  after  January   31,   2003.   The
consolidation  requirements will apply  to  entities  established
prior  to  January 31, 2003 in the first fiscal year  or  interim
period beginning after June 15, 2003. The disclosure requirements
will  apply in all financial statements issued after January  31,
2003.  The company will begin to adopt the provisions of FIN  No.
46  during  the  first  quarter of fiscal 2003  and  the  Company
believes that the adoption of such interpretation will not have a
material   impact  on  its  financial  position  or  results   of
operations.

In  May  2003,  the  FASB issued SFAS No.  150,  "Accounting  for
Certain  Financial  Instruments  with  Characteristics  of   Both
Liabilities  and Equity." SFAS No. 150 changes the classification
in   the  statement  of  financial  position  of  certain  common
financial   instruments   from   either   equity   or   mezzanine
presentation  to  liabilities and requires  an  issuer  of  those
financial  statements  to  recognize changes  in  fair  value  or
redemption  amount, as applicable, in earnings. SFAS No.  150  is
effective  for  financial instruments entered  into  or  modified
after  May 31, 2003, and with one exception, is effective at  the
beginning  of the first interim period beginning after  June  15,
2003. The effect of adopting SFAS No. 150 will be recognized as a
cumulative effect of an accounting change as of the beginning  of
the  period  of  adoption. Restatement of prior  periods  is  not
permitted. SFAS No. 150 did not have any impact on the  Company's
financial position or results of operations.

NOTE C - ACCOUNTS RECEIVABLE

During  the year ended December 31, 2003, the Company elected  to
write off $500,000 of accounts receivable to bad debt due to  one
customer.   The  Company is no longer doing  business  with  this
customer and is in negotiations to collect the entire balance.





-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements


NOTE D - FURNITURE, EQUIPMENT, AND IMPROVEMENTS

Furniture,  equipment, and improvements as of December  31,  2003
consisted of the following:

Computers                              $  269,000
Furniture, fixtures and equipment         105,000
Leasehold improvements                     76,000
                                          450,000
                                       --------------
Accumulated depreciation                 (309,000)
                                       --------------
                                      $   141,000
                                       ==============


NOTE E - NOTE PAYABLE

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 was renewed with a due date  of  July
24,  2002 at a current interest rate of 7%. On July 24, 2002, the
Company  paid  $50,000 of principal and $10,525 of interest.  The
remaining $250,000 of principal was extended to October 24,  2002
at a current interest rate of 7%. On October 24, 2002 the Company
paid  $25,000 of principal and $4,555 of interest. The  remaining
$225,000  of  principal was extended until April 24,  2003  at  a
current interest rate of 7%.  On April 24, 2003, the Company paid
$12,224  of  principal  and $12,768 of interest.   The  remaining
$212,776  of principal was extended until October 15, 2003  at  a
current  interest rate of 7%.  On October 20, 2003,  the  Company
has  negotiated a payment of $25,000 in principal and  $7,500  in
interest and extended the note to April 23, 2004.  As of December
31,  2003, the Company had a balance due of $188,000.   On  March
27,  2004, the Company received a notice from the bank to  extend
the  note  to  October 15, 2004, if the Company pays a  principal
payment of $25,000 and $6,000 in interest.

On April 22, 2002, the Company borrowed $50,000.  The loan is due
on  April  23, 2003 at a current interest rate of 10% per  annum.
This  note  is secured by 500,000 shares of the Company's  $0.001
par value common stock.  As of December 31, 2003, the Company  is
in default and is negotiating with the note holder.

In  April 2002, the Company borrowed $12,500.  The loan is due on
demand  and  bears  no interest.  As of December  31,  2003,  the
Company had a balance due of $12,500.

On  March 1, 2003, the Company borrowed $25,000. The loan was due
on September 30, 2003 at a current interest rate of 7% per annum.
On  August 29, 2003, the note was extended to December 31,  2003.
On  December 31, 2003, the note was extended to April  15,  2004.
As  of  December  31,  2003, the Company had  a  balance  due  of
$25,000.

NOTE F - CAPITAL TRANSACTIONS

Series A convertible preferred stock:

The  Series A convertible preferred shares are convertible at any
time by the shareholder at a rate equal to 70% of the average bid
price of the common stock on the conversion date, at a minimum of
$0.05  and a maximum of $.25 per share.  The Series A convertible
preferred  stock  has  no preference with  respect  to  dividends
declared by New Mexico Software.

During the year ended December 31, 2003, the Company effected the
following stock transactions:

The Company received a total of $135,000 from four individuals to
purchase  135 shares of the Company's $0.001 par value  preferred
stock.   As  of August 31, 2003, the Company closed the preferred
stock  offering  and all of the shareholders have received  their
preferred stock.






-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements


NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

Common stock:

During the year ended December 31, 2002, the Company effected the
following stock transactions:

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

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

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

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

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

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

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

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

In  December, the Company sold 300,000 shares of its common stock
for $20,000.


During the year ended December 31, 2003, the Company effected the
following stock transactions:

On  January 13, 2003, the Company issued a total of 60,143 shares
of  its $0.001 par value common stock to its employees in lieu of
salary which was valued at $11,000.

On  January 13, 2003, the Company issued a total of 5,208  shares
of its $0.001 par value common stock to an independent contractor
for services rendered which was valued at $1,000.

On  January 31, 2003, the Company agreed to issue 250,000  shares
of its $0.001 par value common stock to a director of the Company
for  cash  of $28,000 which is considered subscriptions  payable.
On October 16, 2003, the shares have been issued.

On  February  20,  2003, the Company issued a  total  of  142,241
shares  of  the Company's $0.001 par value common  stock  to  its
employees in lieu of salary which was valued at $21,000.





-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements

NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

Common stock: (continued)

On February 20, 2003, the Company issued a total of 12,500 shares
of its $0.001 par value common stock to its and to an independent
contractors for services rendered in the amount of $2,000.

On  February 27, 2003, the Company issued 1,000,000 stock options
for legal services totaling $65,000.

On  March 10, 2003, the Company issued a total of 199,422  shares
of  its $0.001 par value common stock to its employees in lieu of
salary which was valued at $24,000

On March 10, 2003, the Company issued a total of 18,045 shares of
its  $0.001  par value common stock to an independent  contractor
for services rendered in the amount of $2,000.

On  March 24, 2003, the Company issued a total of 146,901  shares
of  its $0.001 par value common stock to its employees in lieu of
salary which was valued at $16,000

On March 24, 2003, the Company issued a total of 36,090 shares of
its  $0.001 par value common stock to its independent contractors
for services rendered in the amount of $4,000.

On March 31, 2003, the Company issued a total of 10,000 shares of
its  $0.001  par value common stock to an independent  contractor
for services rendered in the amount of $1,000.

On  April 17, 2003, the Company issued a total of 100,000  shares
of  its  $0.001 par value common stock to a former  director  for
services rendered in the amount of $20,000.

On  May 16, 2003, the Company issued a total of 170,000 shares of
its  $0.001  par  value  common stock to an  attorney  for  legal
services rendered in the amount of $17,000.

On  May 30, 2003, the Company issued a total of 42,500 shares  of
its  $0.001  par  value  common stock to an  attorney  for  legal
services rendered in the amount of $3,000.

On  June 6, 2003, the Company issued a total of 57,611 shares  of
its  $0.001  par value common stock to an independent  contractor
for services rendered in the amount of $4,000.

On  June 6, 2003, the Company issued a total of 1,500,000  shares
of  its  $0.001  par value common stock to a shareholder  of  the
Company as part of a five year consulting agreement in the amount
of   $90,000.    The   entire  amount  is   considered   deferred
compensation.

On  August 1, 2003, the Company issued a total of 500,000  shares
of  its  $0.001  par value common stock to a shareholder  of  the
Company as part of a five year consulting agreement in the amount
of   $30,000.    The   entire  amount  is   considered   deferred
compensation.

On  August 1, 2003, the Company issued 100,000 stock options  for
consulting services totaling $7,000.

On  August  17, 2003, the Company issued 1,000,000  warrants  for
consulting services totaling $67,000.

On  August  30,  2003, the Company agreed to  issue  a  total  of
365,000  shares  of  its $0.001 par value  common  stock  to  its
landlord  in  exchange for rent which was valued at $32,850.   On
December 8, 2003, the shares have been issued.

On  September  18,  2003, the Company issued a total  of  250,000
shares  of its $0.001 par value common stock to a shareholder  of
the  Company as part of a five-year consulting agreement  in  the
amount  of  $15,000.   The entire amount is  considered  deferred
compensation.





-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements


NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

Common stock: (continued)

On September 30, 2003, the Company adjusted deferred compensation
in the amount of $15,000.

On  October  16, 2003, the Company issued 250,000 shares  of  its
$0.001  par  value common stock to a director of the Company  and
cancelled the subscriptions payable of $28,000.

On  November 24, 2003, the Company issued 200,000 shares  of  its
$0.001 par value common stock in exchange for consulting services
valued at $16,000.

On November 25, 2003, the Company issued a total of 41,369 shares
of  its $0.001 par value common stock to its employees in lieu of
salary which was valued at $17,000

On December 8, 2003, the Company issued a total of 365,000 shares
of  its $0.001 par value common stock to its landlord in exchange
for rent which was valued at $33,000

On December 8, 2003, the Company issued a total of 500,000 shares
of  its  $0.001  par value common stock to a shareholder  of  the
Company as part of a five year consulting agreement in the amount
of   $30,000.    The   entire  amount  is   considered   deferred
compensation.

On December 10, 2003, the Company issued a total of 27,500 shares
of  its $0.001 par value common stock to its employees as bonuses
which  were valued at $11,000.  The Company issued 22,500  shares
in  error to an employee and the shares will be returned  to  the
Company  in  2004, the amount is considered due from employee  in
the amount of $9,000.

On  December  31, 2003, the Company issued 130,000 stock  options
for consulting services totaling $11,000.

On  December 31, 2003, the Company adjusted deferred compensation
in the amount of $15,000.

Warrants:

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

On  August  17,  2003, the Company issued 1,000,000  warrants  to
First  Mirage  (FM) at the rate of one warrant  for  each  common
share.   The warrants have an exercise price of $0.08  per  share
and a five year contractual life from date of issuance.  The fair
value  of  the warrants has been estimated on the date  of  grant
using  the  Black-Scholes  option  pricing  model.  The  weighted
average  fair  value of these warrants was $0.06.  The  following
assumptions  were  used  in computing the  fair  value  of  these
warrants: weighted average risk-free interest rate of 3.35%, zero
dividend yield, volatility of the Company's common stock of  181%
and an expected life of the warrants of five years. Approximately
$67,000  of  expense was included in the statement of  operations
for the year ended December 31, 2003.

No  warrants  have been exercised through December 31,  2003  and
2002.




-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements


NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

Stock options:

Disclosures   required  by  Statement  of  Financial   Accounting
Standards  No.  123,  "Accounting for  Stock-Based  Compensation"
("SFAS  No. 123"), including pro forma operating results had  the
Company prepared its financial statements in accordance with  the
fair   value   based  method  of  accounting  for  stock-   based
compensation prescribed therein are shown below. Exercise  prices
and   weighted-average  contractual  lives   of   stock   options
outstanding as of December 31, 2003 are as follows:


      Options Outstanding                         Options Exercisable
---------------------------------------   ------------------------------------
                           Weighted        Weighted                 Weighted
                            Average         Average                 Average
Exercise    Number         Remaining       Exercise    Number       Exercise
Prices    Outstanding  Contractual Life     Prices     Exercisable   Price
-------   -----------  ----------------   ----------   -----------  ----------
$0.05-     8,116,849         7.44           $0.10       5,512,643    $0.10
$0.30

$0.31-       212,520         5.98           $0.36         186,000    $0.36
$0.50

$0.54-        60,000         2.33           $0.61          60,000    $0.61
$0.83

$1.25-             0         0.00           $0.00               0    $0.00
$2.13


Summary of Options Granted and Outstanding:

                              For the year ended december 31,
                        ------------------------------------------------
                                2003                   2002
                        ----------------------   -----------------------
                          Shares     Weighted    Shares     Weighted
                                      Average                Average
                                     Exercise               Exercise
                                      Price                   Price
                        ---------  -----------   --------   ------------
Options:
Outstanding at          2,202,000     $0.77     1,593,000     $1.33
beginning
of year

Granted                   332,000     $0.29     1,739,000     $0.47

Cancelled                  (2,000)    $1.25    (1,130,000)    $0.09
                        ---------  -----------   --------   ------------
Outstanding             2,532,000     $0.63     2,202,000     $0.77
at end of year          =========  ===========   ========   ============

During the year ended December 31, 2002, the Company granted  the
following stock options:

In  January  2002,  the Company granted 53,000 stock  options  to
employees with an exercise price of $.34, equal to the fair value
of  the common stock, with a contractual life of ten years and  a
two  year vesting period, 50% at the end of each one year  period
from  the  date of grant. The fair value of the options has  been
estimated  on  the  date of grant using the Black-Scholes  option
pricing  model. The weighted average fair value of these  options
was  $0.34. The following assumptions were used in computing  the
fair  value  of  these option grants: weighted average  risk-free
interest  rate of 5.04%, zero dividend yield, volatility  of  the
Company's  common  stock  of 222% and an  expected  life  of  the
options of ten years.






-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements


NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

Stock options: (continued)

During  February 2002, the Company granted 200,000 stock  options
to an employee with an exercise price of $0.34, 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  $0.34.  The  following  assumptions  were  used  in
computing the fair value of these option grants: weighted average
risk-free interest rate of 4.91%, zero dividend yield, volatility
of the Company's common stock of 222% and an expected life of the
options of ten years.

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

During the year ended December 31, 2003, the Company granted  the
following stock options:

On February 1, 2003, the Company granted 200,000 stock options to
employees  with  an exercise price of $0.06, 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  $0.04.  The  following  assumptions  were  used  in
computing the fair value of these option grants: weighted average
risk-free interest rate of 4.00%, zero dividend yield, volatility
of the Company's common stock of 163% and an expected life of the
options of ten years.

On February 27, 2003, the Company granted 1,000,000 stock options
to  Gerald  Grafe, the Company's legal counsel, with an  exercise
price of $0.06, equal to the fair value of the common stock, with
a contractual life of ten years and the options vest immediately.
The  fair value of the options has been estimated on the date  of
grant  using the Black-Scholes option pricing model. The weighted
average  fair  value  of these options was $0.03.  The  following
assumptions were used in computing the fair value of these option
grants:  weighted average risk-free interest rate of 5.84%,  zero
dividend yield, volatility of the Company's common stock of 177%,
and  an expected life of the options of ten years.  Approximately
$65,000  of  expense was included in the statement of  operations
for the year ended December 31, 2003.

On August 1, 2003, the Company granted 1,943,920 stock options to
employees  with  an exercise price of $0.06, 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  $0.04.  The  following  assumptions  were  used  in
computing the fair value of these option grants: weighted average
risk-free interest rate of 4.27%, zero dividend yield, volatility
of the Company's common stock of 181% and an expected life of the
options of ten years.






-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements


NOTE F - CAPITAL TRANSACTIONS (CONTINUED)

Stock options: (continued)

On  August 1, 2003, the Company granted 100,000 stock options  to
independent contractors for consulting services, with an exercise
price of $0.06, equal to the fair value of the common stock, with
a contractual life of ten years and the options vest immediately.
The  fair value of the options has been estimated on the date  of
grant  using the Black-Scholes option pricing model. The weighted
average  fair  value  of these options was $0.04.  The  following
assumptions were used in computing the fair value of these option
grants:  weighted average risk-free interest rate of 4.27%,  zero
dividend yield, volatility of the Company's common stock of 181%,
and  an expected life of the options of ten years.  Approximately
$7,000 of expense was included in the statement of operations for
the year ended December 31, 2003.

On  September 29, 2003, the Company granted 500,000 stock options
to  a director with an exercise price of $0.06, 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  $0.04.  The  following  assumptions  were  used  in
computing the fair value of these option grants: weighted average
risk-free interest rate of 4.09%, zero dividend yield, volatility
of the Company's common stock of 182% and an expected life of the
options of ten years.

On November 24, 2003, the Company granted 60,000 stock options to
an  employee with an exercise price of $0.11, equal to  the  fair
value  of the common stock, with a contractual life of five 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  $0.09.  The  following  assumptions  were  used  in
computing the fair value of these option grants: weighted average
risk-free interest rate of 4.23%, zero dividend yield, volatility
of the Company's common stock of 184% and an expected life of the
options of five years.

On  December 31, 2003, the Company granted 130,000 stock  options
to  an  independent contractor for consulting services,  with  an
exercise  price of $0.09, equal to the fair value of  the  common
stock, with a contractual life of five years and the options vest
immediately. The fair value of the options has been estimated  on
the  date of grant using the Black-Scholes option pricing  model.
The  weighted average fair value of these options was $0.07.  The
following  assumptions were used in computing the fair  value  of
these option grants: weighted average risk-free interest rate  of
4.27%,  zero  dividend yield, volatility of the Company's  common
stock of 181%, and an expected life of the options of five years.
Approximately $10,500 of expense was included in the statement of
operations for the year ended December 31, 2003.

The following table summarizes the pro forma operating results of
the  Company for December 31, 2003 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.

                                                         2003         2002
                                                     ------------------------
Proforma net loss available to common stockholders   ($1,079,000)  ($406,000)

Proforma basic and diluted loss per shares                ($0.04)     ($0.02)


As of December 31, 2003, the Company has reserved 1,000,000
shares  of its common stock for issuance upon exercise  of  stock
options and warrants.






-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements


NOTE G - INCOME TAXES

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

As  of  December  31,  2003, the Company had net  operating  loss
carryforwards  of  approximately  $8,917,000,  which  expire   in
varying  amounts  between  2016 and  2021.  Realization  of  this
potential   future  tax  benefit  is  dependent   on   generating
sufficient  taxable  income  prior  to  expiration  of  the  loss
carryforward.  The deferred tax asset related to  this  potential
future  tax  benefit has been offset by a valuation allowance  in
the  same amount. The amount of the deferred tax asset ultimately
realizable  could be increased in the near term if  estimates  of
future taxable income during the carryforward period are revised.

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:

                                     2003       2002
                                   ---------  ---------
Statutory federal income tax rate   (34.0%)    (34.0%)
Increase in valuation allowance      34.0%      34.0%
Other                                 0.0%       0.0%
                                   ---------  ---------
Effective income tax rate             0.0%       0.0%
                                   =========  =========

NOTE H - RELATED PARTY TRANSACTIONS

Officer advances:

As  of December 31, 2002, officer advances represent advances  to
the Chief Executive Officer who is a principal stockholder of the
Company which bears interest at 7% per annum.

Consulting agreement:

The   Company  entered  into  a  consulting  agreement   with   a
stockholder  to  advise  the  CEO on  business  strategy  and  to
formulate  marketing ideas. The term of the employment  agreement
is  for  approximately five years commencing on July 1, 2003  and
terminating on December 31, 2008.  The shareholder will receive a
total  of  5,500,000  shares of the Company's  $0.001  par  value
common  stock valued at $330,000.  As of December 31,  2003,  the
shareholder was paid a total of 2,750,000 shares of common stock,
but  he  has  earned  only 500,000 shares and the  difference  of
2,250,000 shares is considered prepaid compensation.  During  the
year ended December 31, 2003, the Company has expensed $30,000 in
consulting fees.

NOTE I - MAJOR CUSTOMERS

During   the  year  ended  December  31,  2003,  seven  customers
accounted  for  85%  of  the  Company's  revenue.   The   Company
recognized  $290,000  as  revenue and $290,000  as  expense  from
barter  agreements for the year ended December 31, 2003.   During
the  year ended December 31, 2002, three customers accounted  for
47%, 11% and 9% of the Company's revenue.

As of December 31, 2003, balances due from one customer comprised
27%  of  total  accounts  receivable. As of  December  31,  2002,
balances  due from two customers comprised 70% and  8%  of  total
accounts receivable.






-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements


NOTE J - 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 2003 is as follows:

                                NMS         WKI         Total
                           -----------  -----------  ------------
Revenue                    $1,266,000   $   34,000   $ 1,300,000

Cost of services              267,000       62,000       330,000
General and administrative  1,556,000      123,000     1,687,000
Research and development      112,000            -       112,000
Impairment of goodwill              -            -             -
                           -----------  -----------  ------------
Operating income (loss)     ($669,000)   ($151,000)    ($820,000)
                           ===========  ===========  ============

Total assets               $  704,000   $   36,000   $   740,000
                           ===========  ===========  ============

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:

    Segment's operating loss                       $(820,000)
    Other income (expense)                           (33,000)
    Consolidated net loss/comprehensive loss       $(853,000)

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

For   the   year  ended  December  31,  2003,  amortization   and
depreciation expense amounted to $62,000 and $24,000 for NMS  and
WKI, respectively.  Also, total fixed asset additions amounted to
$0  and  $0  for  NMS  and WKI, respectively, while  fixed  asset
disposals amounted to $0 and $0 for NMS and WKI, respectively.

For   the   year  ended  December  31,  2002,  amortization   and
depreciation expense amounted to $75,000 and $25,000 for NMS  and
WKI, respectively.  Also, total fixed asset additions amounted to
$  6,000 and $0 for NMS and WKI, respectively, while fixed  asset
disposals  amounted  to  $342,000  and  $0  for  NMS   and   WKI,
respectively.

NOTE K - COMMITMENTS AND CONTINGENCIES

Leases:

The  Company  leases office space in New Mexico  and  California.
Future  minimum  lease payments as of December 31,  2003  are  as
follows:

       Year   Amount
      ---------------
       2004   76,000

Rent  expense  for  the years ended December 31,  2003  and  2002
amounted to $112,000 and $149,000, respectively.






-PAGE-




                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements


NOTE K - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Employment agreement:

The  Company  entered  into  an  employment  and  non-competition
agreement  with a stockholder to act in the capacity of President
and  Chief  Executive Officer (CEO). The term of  the  employment
agreement  is for three years commencing on January 1, 2003.  The
agreement  allows for a one year renewal option unless terminated
by either party.  Base salary is $20,000 per annum with available
additional  cash compensation as defined in the  agreement.   The
base  salary shall be paid in the form of 50 shares of  Series  A
Convertible Preferred stock of the Company payable at the end  of
each fiscal quarter.  The CEO has the option to convert up to  25
shares of Series A Convertible Preferred stock to Common stock at
a  discount of 30%. Compensation under this agreement of  $20,000
is included in general and administrative expenses for the period
ended December 31, 2003.  The non-competition agreement commences
upon the termination of the employment agreement for a period  of
one year.   As of December 31, 2003, there was a total of $15,000
in  accrued payroll which will be eliminated upon issuance of the
shares of stock.

Contingencies:

During  the year ended December 31, 2002, the Company accumulated
debt  totaling $55,000 in line charges with Sprint.  The  Company
was  also  owed commissions in connection with its contract  with
Sprint  as  a  Sprint Data Partner. The Company and  Sprint  have
agreed  in principle to apply the outstanding commissions to  the
debt  thereby  reducing  the debt from $55,000  to  $16,000.  The
Company expects to pay the $16,000 during the first six months of
2003.   During the year ended December 31, 2003, the Company  has
paid a total of $11,000 to Sprint.

During the year ended December 31, 2003, the Company settled with
Sun  Microsystems, Inc. (Sun) over the terms of equipment  leased
from Sun whereby the Company continued to make lease payments and
failed to notify Sun past the lease termination date during 2002.
The  Company  ceased making payments in October  2002  until  the
matter  was  resolved. Sun is pursuing collection of payments  it
considers  in arrears totaling $78,000. The Company  claims  that
the  missed termination date is a technicality, and that  it  has
overpaid  Sun by $50,000.  On July 23, 2003, the Company  settled
with Sun and paid a total of $1,000 and has returned the majority
of  the equipment to Sun and does not consider this to impair its
ability to continue servicing its customer base.

During  the year ended December 31, 2003, the Company had settled
with  Eisner, LLP (Eisner) over past due accounting fees totaling
$109,000.   The  Company and Eisner have  agreed  to  settle  for
$20,000 and in September 2003 the Company paid the entire amount.

During  the year ended December 31, 2003, the Company had settled
with TC Albuquerque Ross Interests, LLC and TC Albuquerque Rabina
Interest,  LLC  (Landlord)  over past due  office  rent  totaling
$29,000.   The  Company issued 365,000 of its  $0.001  par  value
common  stock  to cancel the outstanding balance due  of  $29,000
plus   $3,500   in  anticipated  brokerage  fees.   The   Company
renegotiated its lease to a month-to-month arrangement at a  rate
of $3,000 per month.

Outstanding Payroll Taxes:

The  Company has unpaid Federal and State payroll taxes  totaling
$319,581  as  of  December 31, 2003. The penalties  and  interest
associated  with this liability is estimated to be in  excess  of
10%  of  the total payroll taxes due, and the Company has accrued
$30,419 in penalties and interest.

On June 1, 2003, the Company settled with the State of New Mexico
and agreed to pay $1,000 per month of past due payroll taxes plus
the current amount due.  During the year ended December 31, 2003,
the Company paid a total of $5,000 of past due payroll taxes.






-PAGE-





                 NMXS.com, INC. AND SUBSIDIARIES
           Notes to Consolidated Financial Statements


NOTE K - COMMITMENTS AND CONTINGENCIES (CONTINUED)

Outstanding Payroll Taxes: (continued)

On  October 17, 2003, the Company settled with the IRS and agreed
to  pay  $5,000  per  month of past due payroll  taxes  plus  the
current amount due.  During the year ended December 31, 2003, the
Company paid a total of $10,000 of past due payroll taxes.

NOTE L - LEGAL PROCEEDINGS

On  October  20,  2003, we received a written  demand  from  Kurt
Grossman for payment in full of a one-year promissory note issued
by  us on April 23, 2002, to Mr. Grossman and his wife evidencing
a  loan  of  $50,000 by Mr. and Mrs. Grossman to us.  The  demand
includes payment for the principal amount of the note of $50,000,
fixed interest of $5,000, and post default interest of $2,665.62.
Mr.  Grossman  informed  us that he intended  to  commence  legal
action  if  the note, plus interest, was not paid  on  or  before
October  23,  2003.  A court date is set for April  23,  2004  in
California to resolve the dispute, and we have hired an  attorney
to represent us in that action.






















-PAGE-






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

During  the  two  most recent fiscal years, there have been no  disagreements
with  Beckstead  and Watts, LLP, our independent auditor, on  any  matter  of
accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing scope or procedure.

ITEM 8A.  CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures
----------------------------------------------------------

Our principal executive officer and principal financial officer evaluated our
disclosure  controls and procedures (as defined in rule  13a-14(c)  and  15d-
14(c)  under the Securities Exchange Act of 1934, as amended) as  of  a  date
within  90  days  before  the filing of this annual report  (the  "Evaluation
Date").  Based  on  that  evaluation, our  principal  executive  officer  and
principal  financial officer concluded that, as of the Evaluation  Date,  the
disclosure  controls  and procedures in place were adequate  to  ensure  that
information  required  to  be  disclosed by us,  including  our  consolidated
subsidiaries,  in reports that we file or submit under the Exchange  Act,  is
recorded,  processed, summarized and reported on a timely basis in accordance
with  applicable  rules  and regulations. Although  our  principal  executive
officer  and  principal  financial officer believes our  existing  disclosure
controls  and  procedures  are  adequate to enable  us  to  comply  with  our
disclosure  obligations, we intend to formalize and document  the  procedures
already in place and establish a disclosure committee.

Changes in internal controls
----------------------------------

We  have not made any significant changes to our internal controls subsequent
to  the  Evaluation Date. We have not identified any significant deficiencies
or material weaknesses or other factors that could significantly affect these
controls, and therefore, no corrective action was taken.


















-PAGE-






                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS:
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Our  directors and officers, as of March 29, 2004, are set forth  below.  The
directors  hold  office for their respective term and until their  successors
are duly elected and qualified. Vacancies in the existing board are filled by
a majority vote of the remaining directors. The officers serve at the will of
the  board  of  directors.  The following is a biographical  summary  of  our
directors and officers:


Name                Age         Position                     Director Since
----------------------------------------------------------------------------
Richard Govatski    59        Chairman, President & CEO          1999
Teresa B. Dickey    60        Director, Secretary & Treasurer    2003
John E. Handley     42        Director                           2003

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

RICHARD GOVATSKI has been the President of NMXS.com, Inc. since August  1999,
and has been chairman, CEO, and President of New Mexico Software, Inc., since
1996.   Mr.  Govatski founded New Mexico Software in 1995  after  identifying
market inefficiencies in how intellectual property owners managed their image
assets.  Prior to New Mexico Software, Mr. Govatski spent 18 years in systems
integration   and   publishing,  both  in  sales  management   and   software
development.  Mr.  Govatski  led  the sales teams  for  Popular  Electronics,
Computer Shopper, Shutterbug, and MacWeek.   Later he sold numerous solutions
for  vendors,  including  Kodak, Apple Computer, and  Sun  Microsystems.  Mr.
Govatski  also  spent several years in systems development  as  President  of
Media Publishing Group and built graphic applications for companies including
Ferrari  Color,  Time  Magazine, New York Daily News, and  Getty  Images.  He
received  a  Bachelor  of  Science  Degree  in  Communications  from   Butler
University, located in Indianapolis, Indiana in 1968.

TERESA B. DICKEY has been the secretary/treasurer of our company since August
1999.  She became a member of our Board of Directors on December 19, 2002 and
has  held  such  position  since such time.  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.   In
1964,  Ms.  Dickey received her Bachelor of Professional Arts  from  the  Art
Center College of Design in Pasadena, California.

JOHN  E. HANDLEY has been our director since January 2003.  He has been self-
employed  since  September  2002  as a telecommunications  consultant.   From
August 1987 until August 2002 he was employed, as an associate partner  (from
September  1997  until  August 2000) and as a partner (September  2000  until
August  2002),  by  Accenture LLP, a business and technology  consulting  and
outsourcing  company.  He received his Bachelor of Arts degree in  Psychology
and  Business  from  Roanoke College in 1983.  Thereafter,  he  received  his
Masters in Business Administration from Virginia Tech in 1987.

CERTAIN LEGAL PROCEEDINGS

No  director, nominee for director, or executive officer of the  Company  has
appeared as a party in any legal proceeding material to an evaluation of  his
ability or integrity during the past five years.

Section 16(a) Beneficial Ownership Reporting Compliance

We  have not made any required filings for the fiscal year ended December 31,
2003.






-PAGE-






ITEM 10. EXECUTIVE COMPENSATION

Compensation of Executive Officers

Summary  Compensation  Table.   The following table  sets  forth  information
concerning  the annual and long-term 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, 2003, 2002 and 2001:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                    Long-Term
               Annual Compensation                  Compensation
      -------------------------------------   --------------------------------------

                                                             Restricted  Securities
Name and                                      Other Annual   Stock       Underlying
Principal Position  Year   Salary     Bonus   Compensation   Award(s)    Options
-------------------------------------------------------------------------------------
<S>                  <C>    <C>        <C>      <C>           <C>         <C>

Richard Govatski    2003  $20,000 (4)  -0-      -0-           -0-         -0-
                    2002 $120,000 (1)  -0-    $3,600(2)       -0-         -0-
President and CEO   2001     $-0- (3)  -0-      -0-           -0-         -0-

</TABLE>

(1)  Mr. Govatski did not receive payment of any of his 2002 salary,  but  he
did apply $26,000 of the amount of this payable toward the satisfaction of  a
like amount advanced by us to him in prior years.  The remaining $94,000  has
been booked as an account payable to him.
(2) Mr. Govatski is afforded the use of a company automobile.
(3)  Mr.  Govatski agreed to forgo his annual salary for 2001, none of  which
was  paid.   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.
(4) Mr. Govatski agreed to forgo most of his salary in 2003. In lieu thereof,
Mr. Govatski received a salary of $20,000.  He intends to receive a salary of
$44,000 in 2004.

Option  Grants Table.  The following table sets forth information  concerning
individual grants of stock options to purchase our common stock made  to  the
executive officer named in the Summary Compensation Table during fiscal 2002.

OPTIONS GRANTS IN LAST FISCAL YEAR
               (Individual Grants)

<TABLE>
<CAPTION>
                   Number of securities  Percent of total
                   underlying options    options granted to  Exercise or base
                   granted               employees in last   price             Expiration
                   (#)                   fiscal year          ($/Share)        Date
Name
--------------------------------------------------------------------------------------
<S>                        <C>                <C>               <C>             <C>

Richard Govatski           -0-                N/A               N/A             N/A

</TABLE>

Aggregated  Option  Exercises and Fiscal Year-End  Option  Value  Table.  The
following  table  sets  forth  certain information  regarding  stock  options
exercised  during  fiscal  2002 and held as of  December  31,  2002,  by  the
executive officer named in the Summary Compensation Table.

Aggregated  Option  Exercises and Fiscal Year-End  Option  Value  Table.  The
following  table  sets  forth  certain information  regarding  stock  options
exercised during fiscal 2002 and held as of December 31, 2002, by the
executive officer named in the Summary Compensation Table.




-PAGE-






AGGREGATED  OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END  OPTION
VALUES

<TABLE>
<CAPTION>
                                                           Number of
                                                          Securities         Value of
                                                          Underlying        Unexercised
                                                          Unexercised       In-the-Money
                                                            Options           Options
                                                           at Fiscal         at Fiscal
                                                          Year-End(#)       Year-End($)(1)
                                                         -------------      --------------
                 Shares acquired on                      Exercisable/       Exercisable/
Name                exercise (#)     Value realized ($)  Unexercisable      Unexercisable
--------------------------------------------------------------------------------------------
<S>                     <C>                 <C>               <C>                <C>
Richard Govatski    -   -0-                 N/A            500,000/0        $225,000/$0(2)

</TABLE>

(1) Value is based on the closing sale price of the Common Stock on December
31, 2003, the last trading day of fiscal 2003 ($0.51), less the applicable
option exercise price.
(2) Of these options, 500,000 were exercisable at $0.06per share.

Employment Contracts

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, 2003 and expires on December 31, 2005.  The  annual
base  salary  is $200,000. Base Salary is paid quarterly in the  form  of  50
shares  of Series A Convertible Preferred Stock.  He is entitled to  a  bonus
from time-to-time as may be determined solely by our Board of Directors.   As
part  of his benefits, he receives options to purchase 500,000 shares of  our
common  stock.  The options expire on December 31, 2007.  The exercise  price
is  the greater of $.06 per share or 110% of the fair market value per  share
of  common  stock  on the grant date provided our stock  option  plan.    The
agreement  is terminable for cause by a vote of two-thirds of our  directors.
It  could  also  be  terminated  upon  three-month's  notice  if  he  becomes
incapacitated for a period of six consecutive months or immediately upon  his
death.

Compensation of Directors

Directors  are  permitted to receive fixed fees and  other  compensation  for
their  services  to  the  company, but they  are  not  permitted  to  receive
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.

Stock Option and Stock Issuance Plans

Our  1999  Stock  Option  Plan permits the grant of options  exercisable  for
shares  of our common stock to corporate officers, directors, employees,  and
consultants  upon  such terms, including exercise price  and  conditions  and
timing of exercise, as may be determined by the Board of Directors.  The plan
authorizes  the grants of awards up to a maximum of 3,000,000 shares  of  our
common stock.  In 2002, we granted 352,686 stock options under the plan.   At
April  10,  2003,  2,732,267 remained outstanding and unexercised.  Of  these
outstanding options, 1,275,474 had vested.

Our  2001 Stock Issuance Plan, as amended, permits the grant of shares of our
common  stock  to 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,  upon  such
terms  and  conditions as may be determined by the Board of  Directors.   The
plan  authorizes the grants of awards up to a maximum of 2,400,000.  In  2002
we  granted 878,995 shares under the plan. At April 10, 2003, an aggregate of
1,449,443  shares  had been granted under the plan, all of which  were  fully
vested upon issuance.




-PAGE-






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  January 20, 2004, 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(1)               Percent of Class (1)
------------------------------------------------------------------------------
Richard Govatski                 5,080,500                 17.14%
5041 Indian School Rd. NE        5,380,500 (including
Albuquerque, NM  87110           the 300,000 options)(2)   17.97%
                                 on a fully diluted
                                 basis including the
                                 300,000 options


Teresa B. Dickey                 107,563                       *
                                 532,016(3)(including
                                 the 424,453 options)      1.77%

John Handley                     765,000(4)                    *
                                 (including the 500,000
                                 options)
Executive Officers and
Directors as a Group
(3 Persons)                      5,453,063                18.40%
                                 6,177,516                20.34% on a fully
                                (including the options    diluted basis
                                 set forth above)

*  -  Represents beneficial ownership of less than 1% of the total number  of
shares of common stock outstanding.

(1)  All of the persons are believed to have sole voting and investment power
over  the shares of common stock listed or share voting and investment  power
with his or her spouse, except as otherwise provided.
(2)  This number of shares includes options to purchase 300,000 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.  The
number  of  shares also includes 400,000 shares pledged by  Mr.  Govatski  to
First  Mirage  Corpporation secure a loan to the company  which  is  due  and
payable on June 30, 2003.  Such shares are presently in the name of David  A.
Rapaport.   Mr.  Govatski  retains  the right  to  vote  these  shares  until
foreclosure under the terms of the pledge agreement.
(3)  This  number of shares includes 107,563 shares issued to Ms. Dickey  and
options  to  purchase  424,453  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.
(4)  This number of shares includes 265,000 shares issued to Mr. Handley  and
options  to  purchase  500,000  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. Handley.




-PAGE-






ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Richard Govatski, our president, director, and principal shareholder, may  be
deemed a promoter or founder 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.  During 2002, Mr. Govatski received none of his agreed annual salary of
$120,000.  However, effective December 31, 2002, he agreed to cancel  $26,000
of  the  2002 salary amount and apply it to the former advances.  At December
31, 2002, he owed a balance of $6,000 for the prior cash advances.

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 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 was extended to July 24, 2002.  At July 24, 2002, we negotiated  a
three-month extension until October 24, 2002, by paying $50,000, plus accrued
interest.   At  or  about  October 24, 2002, we were  able  to  negotiate  an
extension of the note until April 24, 2003, by paying $25,000, plus interest.
The note bears interest at 7%.  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  5%  shareholders.   These  warrants  were  issued   in
consideration  of Manhattan Scientifics issuing 150,000 of its common  shares
to a consultant for services performed by the consultant for us.

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.

In  March  2003  we  borrowed  $25,000 from an  outside  lender.   To  secure
repayment  of this loan Mr. Govatski pledged 400,000 of his person shares  as
collateral.






-PAGE-






PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

1.  Financial  statements; see index to financial statement and schedules  in
Item 7 herein.

2.  Financial  statement  schedules; see index to  financial  statements  and
schedules in Item 7 herein.

3. Exhibits: None

(a) Reports on Form 8-K.

Two  Form  8-K's  were filed with the SEC on October 1, 2003  (SEC  No.  333-
30176).   Both were based on Item 9, Regulation FD Disclosure.   One  was  to
announce a settlement agreement with our prior auditor.  The other one was to
announce the signing of a consulting agreement with First Mirage, Inc.

Item 14.  Principal Accountant Fees and Services

Audit Fees

For  our fiscal year ended December 31, 2003 and 2002, respectively,  we were
billed approximately $20,000 and $25,000 for professional services rendered
for the  audit  of our financial statements. We also were billed approximately
$5,000 for  the  review of financial statements included in our periodic  and
other reports filed with the Securities and Exchange Commission for our year
ended December 31, 2003 and 2002, respectively.

Tax Fees

For  our  fiscal  years  ended December 31, 2003 and  2002,  we  were  billed
approximately  $ 0  and $ 0  for professional services  rendered  for  tax
compliance, tax advice, and tax planning.

All Other Fees

We did not incur any other fees related to services rendered by our principal
accountant for the fiscal year ended December 31, 2003.

Pursuant  to  the  requirements of Section 13  or  15(d)  of  the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.





-PAGE-







                                   SIGNATURES

Pursuant  to  the  requirements of Section 13  or  15(d)  of  the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, there unto duly authorized.

                                   NMXS.COM, Inc.

Date:  December 6, 2004                 By /s/ Richard Govatski
                                           --------------------
                                        Richard Govatski
                                        President,  Chief  Executive  Officer
                                        and Chairman of the Board of Directors

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:  December 6, 2004                /s/ Richard Govatski
                                       ----------------------
                                   Richard Govatski, President, Chief
                                   Executive Officer and Chairman of the
                                   Board of Directors


Date:  December 6, 2004                 /s/ Teresa B. Dickey
                                       ----------------------
                                   Teresa  B.  Dickey,  Director,  Secretary,
                                   Treasurer and Principal Financial Officer

Date:  December 6, 2004                 /s/ John Handley
                                       ---------------------
                                   John E. Handley, Director