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

                          Form 10-KSB/A
                         Amendment No. 2

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

     For the fiscal year ended December 31, 2001

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

     For the transition period from ________ to __________

          Commission File Number:  333-30176

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

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

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

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

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

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

Check whether the Issuer (1) has filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  (1)  Yes [X]  No [ ]
(2)  Yes  [X]    No  [ ]

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

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

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

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




PAGE-1-




Explanatory Note

        NMXS.com, Inc. hereby amends its Form 10-KSB for the year
ended December 31, 2001, by amending Part II, Item 7, the
financial statements of the Company and the referenced report of
the Company's independent accountant. The purpose for this
amendment is to include the audit report of the Company's new
independent accounting firm, Beckstead and Watts, LLP. The
Company also amends the referenced Form 10-KSB herein by amending
Part III, Item 13, the Exhibit List, and specifically by adding
Exhibit 23, the Consent of Independent Accountants.





























PAGE-2-




                             PART II

ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



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, 2001,  and  the
related Statements of Operations, Stockholders' Equity, and  Cash
Flows  for  the year 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, 2001,  and
the  results of its operations and cash flows for the  year  then
ended,   in   conformity  with  generally   accepted   accounting
principles in the United States of America.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  A  to the financial statements, the Company has had limited
operations  and have not commenced planned principal  operations.
This raises substantial doubt about its ability to continue as  a
going concern.  Management's plan in regard to these matters  are
also  described  in  Note  A.  The financial  statements  do  not
include  any  adjustments that might result from the  outcome  of
this uncertainty.


/s/ Beckstead and Watts, LLP
February 6, 2003




PAGE-3-





NMXS.com, INC. AND SUBSIDIARIES

Consolidated Balance Sheet

ASSETS (Note E)
Current assets:
Cash and cash equivalents                                              $57,000
Restricted cash                                                         42,000
Accounts receivable, less allowance for doubtful accounts of $60,000   469,000
Estimated  earnings  in  excess of billings  on  uncompleted contracts  18,000
Prepaid expenses and other assets                                       50,000
Officer advances                                                        32,000
                                                                       -------
Total current assets                                                   668,000

Furniture, equipment and improvements - net                            652,000
Security deposits                                                       54,000
Goodwill - net                                                          97,000
                                                                       -------
                                                                    $1,471,000
                                                                    ==========
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses                                 $680,000
Deferred revenue                                                       424,000
Notes payable                                                          337,000
                                                                       -------
Total current liabilities                                            1,441,000
                                                                     ---------
Commitments

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




The accompanying notes are an integral part of these financial statements




PAGE-4-




NMXS.com, INC. AND SUBSIDIARIES

Consolidated Statements of Operations




                                              Year Ended
                                             December 31,
                                     --------------------------
                                          2001           2000
                                     -----------    -----------
Revenues:
Software maintenance                 $  400,000     $  276,000
Custom programming                      393,000        284,000
License fees                            312,000         94,000
Scanning services                       140,000         72,000
Other                                    34,000         30,000
                                     -----------    -----------
                                     $1,279,000     $  756,000
                                     -----------    -----------
Operating costs and expenses:
Cost of services                        487,000        254,000
General and administrative            2,723,000      2,413,000
Research and development                279,000        409,000
                                     -----------    -----------
Total operating costs
and expenses                          3,489,000      3,076,000
                                     -----------    -----------

Other income (expense):
Interest income                           5,000         52,000
Interest expense                       (35,000)        (3,000)
                                     -----------    -----------
                                       (30,000)         49,000
                                     -----------    -----------
Net loss/comprehensive loss        $(2,240,000)   $(2,271,000)
                                     ===========    ===========
Basic and diluted loss per share:
Weighted average number of
common shares outstanding            21,520,000     20,621,000
                                     ===========    ===========

Basic and diluted loss per
share                                    $(.10)         $(.11)
                                     ===========    ===========



The accompanying notes are an integral part of these financial statements





PAGE-5-




NMXS.com, INC. AND SUBSIDIARIES


Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2001 and 2000

<TABLE>
<CAPTION>


                                 Common Stock         Additional
                                $.001 Par Value       Paid-in      Acumulated
                              Shares       Amount     Capital      Deficit        Total
                            ------------  ---------  -----------  ------------   ----------
       <S>                        <C>        <C>          <C>           <C>           <C>
Balance, December 31, 1999   19,593,836    $19,000    3,083,000   $(1,878,000)   $1,224,000


Sale of common stock, net     1,090,000      1,000    1,089,000                   1,090,000


Common stock issued for          50,000
services

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

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

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

Net loss/comprehensive loss                                        (2,271,000)   (2,271,000)
                            ------------  ---------  -----------  ------------   ----------
Balance, December 31, 2000   20,733,836    $20,000   $6,071,000   $(5,302,000)     $789,000
                            ============  =========  ===========  ============   ==========

Issuance of shares               75,000
previously issuable

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

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

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

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

Issuance  of warrants  for
services                                                225,000                     225,000

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

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

Net loss/comprehensive loss                                        (2,240,000)   (2,240,000)
                            ------------  ---------  -----------  ------------   ----------
Balance, December 31, 2001   22,116,784    $22,000   $7,550,000   $(7,542,000)      $30,000
                            ============  =========  ===========  ============   ==========


</TABLE>


The accompanying notes are an integral part of these financial statements



PAGE-6-




NMXS.com, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows





                                                Year Ended December 31,
                                             -----------------------------
                                                 2001            2000
Cash flows from operating activities:        ------------   --------------
Net loss                                    $ (2,240,000)   $ (2,271,000)

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

Net  increase (decrease) in cash  and              43,000       (963,000)
cash equivalents
Cash  and cash equivalents, beginning              14,000        977,000
of year                                      ------------   --------------

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

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

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




The accompanying notes are an integral part of these financial statements





PAGE-7-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


                                                         F-6
NOTE A - ORGANIZATION AND OPERATIONS

NMXS.com, Inc. and its wholly-owned subsidiaries New  Mexico
Software,  Inc. ("NMS") and Working Knowledge, Inc.  ("WKI")
(collectively "the Company"), each operating as  a  business
segment   that  develop  and  market  proprietary   internet
technology-based software for the management of digital high-
resolution graphic images, video clips and audio recordings.
The  Company believes that its software has applications for
the  media, advertising, publishing, medical, entertainment,
e-commerce and university markets.

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

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

During April 2000, the Company purchased 100% of the capital
stock  of  WKI, a Kansas corporation located in  California,
for  a total price of $152,000. The business combination has
been  accounted  for  using  the purchase  method.  Tangible
assets   purchased  were  of  nominal  value.  WKI  provides
services which are necessary to prepare, enter, and maintain
the   customer's  data  on  the  Company's   digital   asset
management system. The Company recorded goodwill of $150,000
in   connection  with  the  acquisition.  The   accompanying
financial  statements include the results of  operations  of
WKI commencing April 1, 2000 (date of acquisition).

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

There  is no assurance that the Company's marketing  efforts
will  be  successful, or that the Company will  achieve  the
necessary  sales volume to sustain operations.  The  Company
has  incurred  net  losses  and  negative  cash  flows  from
operations  since  its inception. In addition,  the  Company
operates in an environment of rapid change in technology and
is  dependent  upon  the services of its employees  and  its
consultants. If the Company is unable to increase its  sales
volume,  the  Company would require additional  funding  and
there is no assurance that such funding will be available to
the Company under acceptable conditions.  If such events  do
not  occur,  it is unlikely that the Company could  continue
its business.

The accompanying financial statements have been prepared  in
conformity  with  generally accepted accounting  principles,
which  contemplates continuation of the Company as  a  going
concern   and  realization  of  assets  and  settlement   of
liabilities  and  commitments  in  the  normal   course   of
business. The Company will continue to require the  infusion
of  capital until operations become profitable. During 2002,
the  Company anticipates increasing revenues and  continuing
to   monitor  their  expenses  primarily  in  the  area   of
compensation.  The consolidated financial statements do  not
include  any adjustments that might result from the  outcome
of this uncertainty.


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] Principles of consolidation:

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




PAGE-8-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

[2] Revenue recognition:

Revenue  from  proprietary  software  sales  that  does  not
require  further commitment from the company  is  recognized
upon  shipment.  Maintenance contract revenue is  recognized
on  a  straight-line basis over the life of  the  respective
contract. Revenue from custom software development, which is
generally  billed separately from the Company's  proprietary
software,   is   recognized  based  on  its  percentage   of
completion.   Revenue   recognized   under   percentage   of
completion  contracts  are  generally  based  upon  specific
milestones achieved as specified in customer contracts.  The
Company  also derives revenue from the sale of  third  party
hardware and software. Consulting revenue is recognized when
the  services  are rendered. License revenue  is  recognized
ratably over the term of the license.

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

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

[3] Cash and cash equivalents:

The   Company   considers  all  highly  liquid   instruments
purchased with a maturity of three months or less to be cash
equivalents.

[4] Furniture, equipment and improvements:

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

[5] Income taxes:

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

[6] Per share data:

The  basic  and diluted per share data has been computed  on
the  basis  of the net loss available to common stockholders
for  the  period  divided by the historic  weighted  average
number of shares of common stock. Weighted average number of
shares  in  2001  and 2000 also includes 29,946  and  75,000
shares   issuable  as  of  December  31,  2001   and   2000,
respectively. The 75,000 shares were issued in July 2001 and
the   29,946  shares  were  issued  in  March,   2002.   All
potentially dilutive securities have been excluded from  the
computations  since  they  would be  antidilutive,  however,
these dilutive securities could potentially dilute  earnings
per share in the future.




PAGE-9-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

[7] Research and development expenses:

Costs of research and development activities are expensed as
incurred.

[8] Advertising expenses:

The   Company  expenses  advertising  costs  which   consist
primarily  of direct mailings, promotional items  and  print
media, as incurred. Advertising expenses amounted to $21,000
and $100,000 for the years ended December 31, 2001 and 2000,
respectively.

[9] Use of estimates:

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

[10] Stock-based compensation:

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

[11] Software development:

The Company accounts for computer software development costs
in   accordance  with  Statement  of  Financial   Accounting
Standards  No.  86,  "Accounting for the Costs  of  Computer
Software to be Sold, Leased or Otherwise Marketed". As such,
all   costs   incurred  prior  to  the   product   achieving
technological  feasibility  are  expensed  as  research  and
development  costs. Technological feasibility  is  generally
achieved upon satisfactory beta test results. Upon achieving
technological feasibility, programming costs are capitalized
and  amortized  over  the  economic  useful  live  which  is
estimated  to  be  two  years.  There  were  no  capitalized
software development costs as of December 31, 2001.

[12] Rental expense:

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




PAGE-10-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

[13] Goodwill:

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

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

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

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


NOTE C - RESTRICTED CASH

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


NOTE D - FURNITURE, EQUIPMENT, AND IMPROVEMENTS

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

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

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




PAGE-11-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE E - NOTE PAYABLE

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

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

NOTE F - CAPITAL TRANSACTIONS

Common stock:

During 2000, the Company effected the following stock
transactions:

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

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

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

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

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

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

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

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

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

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




PAGE-12-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


Warrants:

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

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

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

No warrants have been exercised through December 31, 2001.

Stock options:

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




PAGE-13-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE F - CAPITAL TRANSACTIONS  (CONTINUED)

Stock options:  (continued)

Disclosures  required  by Statement of Financial  Accounting
Standards No. 123, "Accounting for Stock-Based Compensation"
("SFAS No. 123"), including pro forma operating results  had
the  Company prepared its financial statements in accordance
with  the  fair value based method of accounting for  stock-
based  compensation  prescribed  therein  are  shown  below.
Exercise  prices and weighted-average contractual  lives  of
stock  options outstanding as of December 31,  2001  are  as
follows:

         Options Outstanding                 Options Exercisable
    --------------------------------   -----------------------------------
                           Weighted     Weighted                Weighted
                           Average      Average                 Average
                           Remaining
    Exercise   Number      Contractual  Exercise   Number       Exercise
     Prices   Outstanding  Life         Price      Exercisable  Price
    --------  -----------  ----------  ---------  ------------  ----------
   $0.31 -     960,000      9.25        $0.39       60,000      $0.31
      $0.50

   $0.54 -     790,000      4.19        $0.73      330,000      $0.74
      $0.83

   $1.25 -     452,000      8.26        $1.65      274,000      $1.65
      $2.13

         Summary of Options Granted and Outstanding:

                                        Year Ended December 31,
                              --------------------------------------------
                                            2000                  2001

                                          Weighted               Weighted
                                          Average                Average
                                          Exercise               Exercise
                              Shares      Price       Shares     Price
                              --------   ---------   ----------  ---------
   Options:
    Outstanding at            572,000     $  .77      1,593,000   $1.33
   beginning of year
    Granted                 1,346,000       1.56      1,739,000     .47
    Cancelled                (325,000)      1.28     (1,130,000)    .09
                              --------   ---------   ----------  ---------
    Outstanding at end of   1,593,000      $1.33      2,202,000  $  .77
   year                       ========   =========   ==========  =========

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

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




PAGE-14-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE F - CAPITAL TRANSACTIONS  (CONTINUED)

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

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

During  April  2000, the Company entered into  an  agreement
with  a third party to provide legal services to the Company
in  exchange for an initial grant of 150,000 options  at  an
exercise  price of $1.625, equal to the fair  value  of  the
common  stock.  In  accordance  with  the  agreement,  legal
counsel   earned  vesting  of  stock  options  for  services
rendered  based  on a calculation defined in the  agreement.
The  fair  value of each of these options has been estimated
on  the date of grant using the Black-Scholes option pricing
model. The weighted average fair value of these options  was
$1.62. The following assumptions were used in computing  the
fair  value  of these option grants: weighted average  risk-
free interest rate of 5.99%; zero dividend yield, volatility
of  the Company's common stock of 218% and an expected  life
of the options of ten years. As of December 31, 2000 options
valued   at  approximately  $38,000  were  earned  and   are
reflected  in  general  and  administrative  expenses.  This
agreement was terminated in 2001, and the nonvested  options
were  cancelled.  The Company recorded a charge  of  $34,000
for those options that vested in 2001.

During  April 2000, the Company entered into an  independent
account  representative agreement  with  a  third  party  to
provide  outside sales services to the Company  in  exchange
for  a  grant  of  250,000 options at an exercise  price  of
$1.625,  equal  to  the fair value of the common  stock.  In
accordance with the agreement, 50,000 options vested  as  of
the  effective  date of the agreement and  additional  stock
options  vest based on services rendered as defined  in  the
agreement. The fair value of each of these options has  been
estimated  on  the  date  of grant using  the  Black-Scholes
option  pricing model. The weighted average  fair  value  of
these options was $1.62. The following assumptions were used
in computing the fair value of these option grants: weighted
average  risk-free  interest rate of  5.99%;  zero  dividend
yield, volatility of the Company's common stock of 218%  and
an expected life of the options of ten years. As of December
31,  2000,  options  valued  at approximately  $81,000  were
earned  and  are  reflected  in general  and  administrative
expenses.  This agreement was terminated and settled  during
August  2001.  As a result of the settlement, the  remaining
200,000  unvested options were cancelled.  In addition,  the
representative  was issued 75,000 shares  of  the  Company's
common  stock with a fair market value of $.49 per share  or
approximately $37,000.

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




PAGE-15-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE F - CAPITAL TRANSACTIONS  (CONTINUED)

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

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

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

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

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

During April 2001, the Company granted 300,000 stock options
to an employee with an exercise price of $.50, $.25 over the
fair  value of the common stock, with a contractual life  of
ten  years and a two year vesting period, 50% at the end  of
each one year period from the date of grant.  The fair value
of the options has been estimated on the date of grant using
the Black-Scholes option pricing model. The weighted average
fair  value  of  these  options  was  $.25.   The  following
assumptions were used in computing the fair value  of  these
option  grants: weighted average risk-free interest rate  of
6.05%;  zero  dividend yield, volatility  of  the  Company's
common stock of 247% and an expected life of the options  of
ten years.




PAGE-16-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE F - CAPITAL TRANSACTIONS  (CONTINUED)

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

During  June 2001, the Company granted 35,000 stock  options
to  an  employee with an exercise price of $1.49, $.84  over
the  fair value of the common stock, with a contractual life
of  ten years and a vesting period of 50% at the end of five
months  and  50% at the end of seventeen months.   The  fair
value of the options has been estimated on the date of grant
using  the Black-Scholes option pricing model. The  weighted
average fair value of these options was $.65.  The following
assumptions were used in computing the fair value  of  these
option  grants: weighted average risk-free interest rate  of
6.05%;  zero  dividend yield, volatility  of  the  Company's
common stock of 247% and an expected life of the options  of
ten years.

During  July 2001, the Company granted 100,000 stock options
to  an employee with an exercise price of $.54, equal to the
fair  value of the common stock, with a contractual life  of
ten  years  and a vesting period of 50% at the end  of  five
months  and  50% at the end of seventeen months.   The  fair
value of the options has been estimated on the date of grant
using  the Black-Scholes option pricing model. The  weighted
average  fair value of these options was $.54. The following
assumptions were used in computing the fair value  of  these
option  grants: weighted average risk-free interest rate  of
6.05%;  zero  dividend yield, volatility  of  the  Company's
common stock of 247% and an expected life of the options  of
ten years.

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

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




PAGE-17-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE F - CAPITAL TRANSACTIONS  (CONTINUED)

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

   Pro forma net loss available to   $(2,399,000)
   common stockholders

   Pro forma basic and diluted loss       ($0.11)
   per share

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


NOTE G - INCOME TAXES

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

   Deferred income tax assets:
    Net operating losses              $1,525,000
   carryforwards
    Deferred compensation
                                         576,000
    Other
                                          17,000
                                      ------------

                                       2,118,000

    Valuation allowance
                                      (2,118,000)
                                      ------------

    Net deferred tax asset            $        0
                                      ============

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

                                        2001       2000
                                   -----------  ------------
   Deferred:
    Federal                        $ (580,000)  $ (704,000)
    State
                                     (109,000)    (132,000)
    Change in valuation allowance
                                      689,000      836,000
                                   -----------  ------------
     Total deferred income taxes      $     0   $        0
                                   ===========  ============

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




PAGE-18-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE G - INCOME TAXES  (CONTINUED)

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

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

NOTE H - RELATED PARTY TRANSACTIONS

Officer advances:

Represents advances to the Chief Executive Officer who is  a
principal stockholder of the Company which bears interest at
7%  per annum. During 2001, repayments of $25,000 were  made
by the principal stockholder which was offset by advances of
$4,000  plus  interest earned but not paid of  $3,000.   The
amount is to be repaid by December 31, 2002

Management Services:

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

Rent:

In May 2000, the Chief Executive Officer, who is a principal
stockholder of the Company, transferred 75,000 shares  to  a
lessor  of  the  Company  for future  rent  obligations  and
certain   leasehold  improvements.  As  a  result  of   this
transaction,  the Company recognized a credit to  additional
paid-in capital of $109,000, representing the fair value  of
the stock transaction. The Company issued 75,000 replacement
shares to this individual in July 2001.

NOTE I - COMMITMENTS

Leases:

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

    2002                              $146,000
    2003                               121,000
    2004                                70,000


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




PAGE-19-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE I - COMMITMENTS  (CONTINUED)

Employment agreement:

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


NOTE J - MAJOR CUSTOMERS

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

As  of  December 31, 2001, balances due from  two  customers
comprised  57% and 21% of total accounts receivable.  As  of
December   31,  2000,  balances  due  from  four   customers
comprised   26%,   20%,  12%  and  12%  of  total   accounts
receivable.


NOTE K - PRO FORMA FINANCIAL INFORMATION

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

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


NOTE L - CONSULTING AGREEMENT

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




PAGE-20-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE M - REPORTABLE SEGMENTS

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

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

   Cost of services        458,000       29,000              487,000
   General and           2,453,000      270,000            2,723,000
   administrative
   Research and            279,000                           279,000
   development

   Operating (loss)     (2,215,000)       5,000           (2,210,000)
   income

   Total assets         $1,315,000    $ 156,000           $1,471,000


WKI  revenue consists primarily of software maintenance  and
scanning services.

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

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

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

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


NOTE N - CONTINGENCY

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


NOTE O - SUBSEQUENT EVENTS

Fixed Assets:

The Company had included in its fixed assets at December 31,
2001, approximately $350,000 worth of equipment pursuant  to
a  joint-venture  development agreement with  Sony  Medical,
Inc.  (Sony).   During September 2002, the Company  mutually
agreed with Sony to terminate its agreement and returned the
equipment without recourse.




PAGE-21-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE O - SUBSEQUENT EVENTS  (CONTINUED)


Outstanding Payroll Taxes:

The  Company  has  unpaid Federal and  State  payroll  taxes
totaling  $145,827 as of December 31, 2002.  No  action  has
been taken by the Company or the Internal Revenue Service to
negotiate payment terms, and no plan for repayment has  been
determined by the Company.

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. 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%.

Capital Transactions:

Common Stock
The  Company  compensated its employees in the form  of  the
Company's  common  stock  in lieu of  payroll.  A  total  of
338,641 shares of the Company's common stock were issued  to
the  employees, and approximately $104,000 was  included  in
the  statement of operations for the year ended December 31,
2002.

The  Company issued 309,408 shares of common stock for legal
and  consulting services during the year ended December  31,
2002.   Approximately $87,000 of expense is included in  the
statement  of  operations for the year  ended  December  31,
2002.

The Company issued 260,947 shares of common stock to various
individuals  related to the Company for compensation  valued
at approximately $82,000 and cash totaling $2,000 during the
year  ended  December  31, 2002.  Approximately  $82,000  of
related  party  expense  is included  in  the  statement  of
operations for the year ended December 31, 2002.

The  Company  issued  1,616,545 shares of  common  stock  to
various  accredited individuals pursuant to stock  offerings
under  Rule 506, Regulation D of the Securities Act of 1933,
for  cash  totaling $166,120 during the year ended  December
31, 2002.

Warrants
In  September 2002, the Company issued 1,346,545 warrants in
conjunction  with  the sale of 1,346,545  shares  of  common
stock 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 year ended December 31,
2002.




PAGE-22-




NMXS.com, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2001


NOTE O - SUBSEQUENT EVENTS  (CONTINUED)


Stock Options
During  January  2002,  the  Company  granted  53,000  stock
options  to employees with an exercise price of $.34,  equal
to  the  fair  value of the common stock, with a contractual
life of ten years and a two year vesting period, 50% at  the
end of each one year period from the date of grant. The fair
value of the options has been estimated on the date of grant
using  the Black-Scholes option pricing model. The  weighted
average  fair value of these options was $.34. The following
assumptions were used in computing the fair value  of  these
option  grants: weighted average risk-free interest rate  of
5.04%,  zero  dividend yield, volatility  of  the  Company's
common stock of 122% and an expected life of the options  of
ten years.

During January 2002, the Company granted 3,000 stock options
for  outside consulting services with an exercise  price  of
$.34,  equal to the fair value of the common stock,  with  a
contractual life of ten years and a two year vesting period,
50%  at  the  end of each one year period from the  date  of
grant.  The fair value of the options has been estimated  on
the  date  of  grant using the Black-Scholes option  pricing
model. The weighted average fair value of these options  was
$.34.  The following assumptions were used in computing  the
fair  value  of these option grants: weighted average  risk-
free interest rate of 5.04%, zero dividend yield, volatility
of  the Company's common stock of 122% and an expected  life
of the options of ten years.


During  February  2002,  the Company granted  200,000  stock
options to an employee with an exercise price of $.34, equal
to  the  fair  value of the common stock, with a contractual
life of ten years and a two year vesting period, 50% at  the
end of each one year period from the date of grant. The fair
value of the options has been estimated on the date of grant
using  the Black-Scholes option pricing model. The  weighted
average  fair value of these options was $.34. The following
assumptions were used in computing the fair value  of  these
option  grants: weighted average risk-free interest rate  of
4.91%,  zero  dividend yield, volatility  of  the  Company's
common stock of 122% and an expected life of the options  of
ten years.

During  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.

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, 2002, the Company was  in
dispute 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  $18,000.   The  Company  claims  that  the  missed
termination date is a technicality, and that it has overpaid
Sun by $50,000.  The Company intends to return the equipment
to  Sun as settlement in full, and does not consider this to
impair its ability to continue servicing its customer base.




PAGE-23-






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

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

     Item No.  Description

     23        Consent of Beckstead and Watts, LLP


                           SIGNATURES

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

                                   NMXS.COM, Inc.


Date: February 12, 2003            By /s/ Richard Govatski
                                      --------------------
                                      Richard Govatski,
                                      President and Chief
                                      Executive Officer

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


Date: February 12, 2003               /s/ Richard Govatski
                                      --------------------
                                       Richard Govatski,
                                       Director


Date: February 12, 2003               /s/ John Handley
                                      --------------------
                                       John Handley,
                                       Director



Date: February 12, 2003               /s/ Teresa Dickey
                                      --------------------
                                       Teresa Dickey,
                                       Director and
                                       Principal Financial
                                       Officer





PAGE-24-