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

                               Amendment No. 1 to
                                    FORM 10-K

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

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

         FOR THE TRANSITION PERIOD FROM  __________ TO __________

         For the fiscal year ended December 31, 1999

         Commission file number 333-3074
                                --------

                                  Nexland, Inc.
                                  -------------
             (Exact name of registrant as specified in its charter)

Arizona                                                  37-1356503
-------------------------------                      -----------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

1101 Brickell Avenue, Suite 702          Miami, Florida                 33131
--------------------------------------------------------------------------------

                                 (305) 358-7771
                                 --------------
               Registrant's telephone number, including area code

          Securities registered pursuant to Section 12(b) of the Act:

         Title of each class          Name of each exchange on which registered
         -------------------          -----------------------------------------
               None


Securities registered pursuant to Section 12(g) of the Act:

Title of class:     Common $0.0001 par value
                    ------------------------

Title of class:_________________________________________________________________

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.




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                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL SCHEDULES, AND REPORTS ON FORM 8-K

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

(1) Financial Statements:

         Balance Sheets, Statements of Operation, Statements of Stockholders'
         Equity, Statements of Cash Flows and Notes to Financial Statements.

         (1)      Proforma Combined Statements of Operations, Proforma Balance
                  Sheets and Proforma Combined Statements of Operations.

         All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.

         (2)      Exhibits:

         The exhibits listed below are required by Item 601 of Regulation S-K.
Each management contract or compensatory plan or arrangement required to be
filed as an exhibit to this Form 10-K has been identified.

         The following documents are incorporated herein by reference from the
Registrant's Form S-1 Registration Statement filed with the Securities and
Exchange Commission (the "Commission"), Commission file #333-3074 on April 1,
1996 and declared effective by the Commission August 16, 1996:

Number    Document
------    --------

3.1      Articles of Incorporation.

3.2      Amended Articles of Incorporation.



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3.3      Bylaws of the Company.

4.1      Specimen certificate for Common Stock.

4.2      Specimen certificate for Class A Redeemable Warrants.

4.3      Specimen certificate for Class B Redeemable Warrants.

         The following documents are incorporated herein be reference from the
Registrant's Form 10-K Annual Report for the period ended December 31, 1997:

99.1     Stock Purchase Agreement.

99.2     Employment Agreement with Fred Schmid.

         The following documents are incorporated herein be reference from the
Registrant's Form 10-K Annual Report for the period ended December 31, 1998:

3.3      Amended Articles of Incorporation dated December 31, 1997.

3.4      Amended Articles of Incorporation dated April 15, 1998.

         The following documents are incorporated herein be reference from the
Registrant's Post Effective Amendment 1 to Form S-1 Registration Statement filed
with the Securities and Exchange Commission (the "Commission"), Commission file
#333-3074 on June 17,1998 and declared effective by the Commission June 19,1998:

3.3      Amended Articles of Incorporation dated December 31, 1997.

3.4      Amended Articles of Incorporation dated April 15, 1998.

     The following documents are incorporated herein be reference from the
Registrant's Form 8-K Report filed on December 3, 1999:

2.       Acquisition Agreement and Exhibits attached thereto

         The following documents are incorporated by reference from the
Registrant's Post-Effective Amendment 2 to Form S-1 Registration Statement filed
with the Securities and Exchange Commission (the "Commission"), Commission file
#333-3074 on April 3, 2000 and not yet declared effective.

27       Financial Statements December 31, 1999, 1998 and 1997



<PAGE>



10.1     March 14, 2000, Consulting Agreement between Nexland S.A. and the
         Company

10.2     November 17, 1999, Mutual Non-Competition Agreement between Nexland,
         S.A. and the Company

10.3     November 17, 1999 Co-Operation Agreement between Smerwick, Ltd. and the
         Company

5        Consent and Opinion of Allan M. Lerner, P.A.

23       Consent of Allan M. Lerner, P.A. (contained in Exhibit 5)

23.1     Consent of Williams & Webster, P.S., CPA







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                                   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, thereunto duly authorized.


Dated:   April 12, 2000


Nexland, Inc.
                               By:  /s/ Gregory S. Levine
                               ---------------------------------
                                    Gregory S. Levine, President










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                                 EXHIBIT INDEX





Exhibit             Description
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27                  Financial Data Schedule