UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


     [X]  Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities
          Exchange Act of 1934

                  For the quarterly period ended March 31, 2002

     [ ]  Transition Report under Section 13 or 15(d) of the Securities Exchange
          Act of 1934

             For the transition period from _________ to __________.

                          Commission File No. 333-3074

                                  NEXLAND, INC.
                                  -------------
             (Exact name of registrant as specified in its charter)

                             DELAWARE                          37-1356503
                             --------                          ----------
          (State or other jurisdiction of incorporation     (I.R.S. Employer
                                                         Identification Number)


   1101 BRICKELL AVENUE, NORTH TOWER, SUITE 200, MIAMI, FLORIDA     33131
   ------------------------------------------------------------     -----
             (Address of principal executive offices)             (Zip Code)

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

(1)    Registrant  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

        [X] Yes [ ] No

       As of May 10, 2002, there were 35,653,385 shares  outstanding of issuer's
       common stock.

<PAGE>

PART I

FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                       2
<PAGE>










                          NEXLAND, INC. AND SUBSIDIARY

                             CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS

                           FOR THE THREE MONTH PERIODS
                          ENDED MARCH 31, 2002 AND 2001





                                       3


<PAGE>




                                TABLE OF CONTENTS






Condensed Consolidated Financial Statements:

    Condensed Consolidated Balance Sheets at March 31, 2002 and
        December 31, 2001 (Unaudited)......................................5

    Condensed Consolidated Statements of Operations for the three months
       ending March 31, 2002 and 2001 (Unaudited)..........................6

    Condensed Consolidated Statements of Cash Flows for the three months
        ending March 31, 2002 and 2001 (Unaudited).........................7

Notes to Condensed Consolidated Financial Statements.......................8


                                       4

<PAGE>

                          NEXLAND, INC. AND SUBSIDIARY
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2002 AND DECEMBER 31, 2001
                                  (UNAUDITED)


                                     ASSETS
                                                      March 31,    December 31,
                                                        2002          2001
                                                  --------------  -------------


Current assets:
  Cash                                                $ 55,364    $   39,901
  Accounts receivable                                  179,515       113,739
  Inventory                                            212,282       319,482
  Prepaid expenses                                     174,188             -
                                                    -----------   -----------
       Total current assets                            621,349       473,122
                                                    -----------   -----------

Property and equipment, net                             60,145        62,503

Other assets:
  Deposits                                              42,453        32,968
  Loan closing cost                                     39,606        41,960
                                                    -----------   -----------
                                                        82,059        74,928
                                                    -----------   -----------

       Total assets                                 $  763,553    $  610,553
                                                    ===========   ===========

                  LIABILITIES AND CAPITAL DEFICIT

Current liabilities:
  Accounts payable                                  $  245,949    $  200,018
  Accrued professional fees                            275,433       282,093
  Accrued expenses                                     419,308       285,309
  Due to related party supplier                        694,214       666,209
  Convertible debentures                               255,000       255,000
  Other liabilities                                     97,356        97,356
                                                    -----------   -----------

       Total current liabilities                     1,987,260     1,785,985
                                                    -----------   -----------

Commitments and contingencies

Capital deficit:
  Preferred stock, $0.0001 par value; 10,000,000 shares
    shares authorized; no shares outstanding                 -             -
  Common stock, $0.0001 par value; 50,000,000 shares
    authorized; 35,653,385 and 36,027,378 shares
    issued and outstanding, at March 31, 2002 and
    December 31, 2001, respectively                      3,566         3,566
  Additional paid-in capital                         3,806,418     3,775,418
  Unearned compensation                                (20,841)      (83,340)
  Accumulated deficit                               (5,012,850)   (4,871,076)
                                                    -----------   -----------
       Total capital deficit                        (1,223,707)   (1,175,432)
                                                    -----------   -----------

       Total liabilities and capital deficit        $  763,553    $  610,553
                                                    ===========   ===========


*Note:  The balance sheet at December 31, 2001 has been derived from the audited
financial  statements  at that date but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.

      See accompanying notes to condensed consolidated financial statements.

                                      5
<PAGE>


                          NEXLAND, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                  (UNAUDITED)

                                                        2002          2001
                                                     ------------  ------------

   Sales                                            $ 1,033,953    $   757,698

   Cost of sales                                        444,613        441,633
                                                     -----------   -----------

   Gross profit                                         589,340        316,065
                                                     -----------   -----------
   Operating expenses:
     Selling, general and administrative                700,594        813,540
     Depreciation and amortiziation                       6,967          2,616
                                                     -----------   -----------
             Total operating expenses                   707,561        816,156
                                                     -----------   -----------

   Loss from operations                                (118,221)      (500,091)
                                                     -----------   -----------

   Other expense:
     Interest expense                                    23,553          5,555
     Other expense                                            -              -
                                                     -----------   -----------

             Total other expense                         23,553          5,555
                                                     -----------   -----------

   Net loss                                          $ (141,774)   $  (505,646)
                                                     ===========   ===========


   Net loss per common share, basic and diluted      $   (0.004)    $   (0.014)
                                                     ===========   ===========

   Weighted-average number of common shares          35,653,385     36,045,579
                                                    ============   ===========

      See accompanying notes to condensed consolidated financial statements.

                                      6
<PAGE>

                          NEXLAND, INC. AND SUBSIDIARY
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

                                                          2002          2001
                                                     ------------ -------------
Net cash provided by (used in) operating activities      17,718        (19,226)
                                                       ---------     ----------
Cash flows from investing activities:
    Purchase of property and equipment                   (2,255)        (8,594)
                                                       ---------     ----------
Cash flows from financing activities:
    Proceeds from exercise of warrants and options            -             17
                                                       ---------     ----------

Net increase (decrease) in cash                          15,463        (27,803)
Cash, beginning of period                                39,901         59,523
                                                       ---------     ----------
Cash, end of period                                    $ 55,364      $  31,720
                                                       ---------     ----------
Supplemental Cash Flow Information:
    Cash paid for interest                             $ 19,729      $   5,555
                                                       =========     ==========
    Cash paid for taxes                                $      -      $       -
                                                       =========     ==========

      See accompanying notes to condensed consolidated financial statements.


                                      7
<PAGE>
NEXLAND, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
================================================================================


NOTE 1 - FINANCIAL STATEMENTS AND INTERIM PERIOD

In the opinion of the Company, the accompanying unaudited condensed consolidated
financial  statements have been prepared in accordance  with generally  accepted
accounting principles for interim financial information and Regulation SB.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  accruals) which are necessary for a fair presentation for the periods
presented  have been  included.  Certain  information  and footnote  disclosures
normally  included  in  the  consolidated   financial   statements  prepared  in
accordance with generally accepted accounting principles have been omitted.

It is suggested that these condensed  consolidated  financial statements be read
in  conjunction  with the  Company's  Annual  Report on Form 10-KSB for the year
ended  December 31, 2001.  The results of operations  for the three months ended
March 31, 2002 are not necessarily  indicative of the results to be expected for
the full year.


NOTE 2 - STOCK OPTIONS

During the three months ended March 31, 2002, the Company  cancelled  options to
purchase  616,000 shares of the Company's  common stock to certain  employees of
the Company and granted  options to purchase  154,000  shares of common stock to
these same employees of the Company. The Company accounted for this cancellation
and  reissuance  of shares under  Financial  Interpretation  No. 44  recognizing
approximately  $3,000 in compensation  expense. The Company also granted 100,000
options  during  the  three-month   period  ended  March  31,  2002  to  certain
consultants. The weighted average fair value of options granted during the three
months  ended March 31,  2002 is  estimated  on the date of the grant,  using an
option-pricing model for public companies.  The weighted average grant-date fair
value was $0.31 for options whose  exercise  price was equal to the market price
on the date of the grant.  All options  granted have an exercise  price equal to
the market price on the date of grant.

The  Company  has  elected to account  for the stock  options  under  Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and
related   interpretations.   Accordingly,   no  compensation  expense  has  been
recognized on the employee stock options. The Company accounts for stock options
granted to consultants under Financial  Accounting Standards Board Statement No.
123, "Accounting For Stock-Based Compensation."

The fair value of each option is  estimated  on the date of grant using the fair
value-pricing model with the assumption:

                  Risk-free interest rate             6.0%
                  Expected life (years)               10
                  Expected volatility                 1.23
                  Expected dividends                  None

Had the  compensation  expense for the employee  stock  options been  determined
based on the fair value of the  options at the grant  date  consistent  with the
methodology   prescribed  under  Statement  of  Financial   Standards  No.  123,
"Accounting for Stock Based Compensation",  the Company's net loss for the three
months ended March 31, 2002, would not have changed.

The  Company's  net loss and loss per share  would have been  reduced to the pro
forma amounts indicated below:

                                      2002            2001
                                  -------------  --------------
        Net Loss
            As reported            $(141,774)       $(505,646)
                                    =========        =========
            Pro forma              $(141,774)       $(505,646)
                                    =========        =========

                                      8
<PAGE>

NEXLAND, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
================================================================================


NOTE 3 - GOING CONCERN

The  accompanying  condensed  consolidated  financial  statements  were prepared
assuming  that the  Company  will  continue  as a going  concern.  This basis of
accounting   contemplates   the  recovery  of  the  Company's   assets  and  the
satisfaction  of its  liabilities  in the  normal  course of  operations.  Since
inception,  the Company has been  involved in the  development  of its  Internet
sharing   devices   organizational   infrastructure,   and  the  performance  of
preliminary  marketing  and  sales.  The  Company's  ultimate  ability to attain
profitable  operations is dependent  upon obtaining  additional  financing or to
achieve a level of sales adequate to support its cost structure.

Accordingly,  there are no  assurances  that the Company will be  successful  in
achieving the above plans, or that such plans,  if consummated,  will enable the
Company to obtain profitable operations or continue as a going concern.


NOTE 4 - SUBSEQUENT EVENTS

In April, 2002, two convertible debentures,  with a principal amounts of $50,000
and $15,000 were redeemed for a total of $71,500.










                                      9


<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

INTRODUCTORY STATEMENTS

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

     This  filing  contains  forward-looking  statements,  including  statements
regarding,  among other things, (a) the growth strategies of Nexland,  Inc. (the
"Company"),  (b) anticipated trends in the Company's industry, (c) the Company's
future  financing  plans and (d) the Company's  ability to obtain  financing and
continue  operations.   In  addition,  when  used  in  this  filing,  the  words
"believes,"  "anticipates,"  "intends," "in anticipation  of," and similar words
are   intended   to   identify   certain   forward-looking   statements.   These
forward-looking  statements are based largely on the Company's  expectations and
are subject to a number of risks and uncertainties, many of which are beyond the
Company's   control.   Actual  results  could  differ   materially   from  these
forward-looking  statements  as a result of changes in trends in the economy and
the Company's  industry,  reductions in the  availability of financing and other
factors.  In light of these risks and  uncertainties,  there can be no assurance
that the forward-looking statements contained in this filing will in fact occur.
The Company does not undertake any obligation to publicly release the results of
any revisions to these  forward-looking  statements  that may be made to reflect
any future events or circumstances.

GOING CONCERN

     The Company's auditors stated in their reports on the financial  statements
of the Company for the years ended  December 31, 2001 and December 31, 2000 that
the Company is dependent on outside financing and has had losses since inception
that raise  substantial  doubt about our ability to continue as a going concern.
For the years ended December 31, 2001 and 2000, the Company  incurred net annual
losses of  $1,667,202  and  $2,876,244,  respectively,  and the  Company  had an
accumulated  deficit of  $4,871,076  and  $3,203,874,  respectively.  Management
believes that resources will be available from private and operating  sources in
2002 to continue the marketing of the Company's  Internet sharing  devices.  The
financial   statements   do  not  include  any   adjustments   relating  to  the
recoverability  and  classification  of  recorded  assets,  or the  amounts  and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.

     Management  has  established  plans  intended to increase  the sales of the
Company's  products.  Management  intends  to seek new  capital  from new equity
securities offerings to provide funds needed to increase liquidity,  fund growth
and implement  its business  plan;  however,  no assurance can be given that the
Company will be able to raise any additional capital.

SIGNIFICANT PLANT OR EQUIPMENT PURCHASES

     We do not currently anticipate any significant plant or equipment purchases
during the next twelve months.

CHANGES IN THE NUMBER OF EMPLOYEES

     We currently have nineteen (19) employees in Miami and seven (7) in Canada.
If the  Company  is  successful  in  increasing  its sales  level or in  raising
significant  new capital,  we anticipate  hiring five (5)  additional  personnel
during the remainder of 2002. We believe that these  personnel  will be adequate
to accomplish the tasks set forth in the plan.

MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

      FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2002 AND 2001

      (1)    REVENUES.  For the three months  ended March 31, 2002,  the Company
had $1,033,953 in revenue  consisting of sales of 5,623 units of Internet access
"hardware  routers"  for small  office and home users.  During the three  months
ended March 31,  2001,  the Company had sales of $757,698 from the sale of 4,529
units.  During the three months ended March 31, 2002, the average  selling price
per unit was $183.  For the same period in 2001,  the average  selling price per
unit was $167.  The  increase  in average  selling  price is due to the  Company
selling more of the higher priced units.

                                       10
<PAGE>

      (2)    COST OF SALES.  Cost of sales for the three  months ended March 31,
2002 was $444,613,  as compared to $441,633 for the same period in 2001. Cost of
sales  consisted  substantially  of the purchase  price and in-bound  freight of
pre-assembled  finished goods inventory from subcontractors in Taiwan,  Republic
of China.

      (3)    GROSS  PROFIT.  The gross  profit  of the  Company's  products  was
approximately  57% for the three months ended March 31, 2002, as compared to 42%
for the same period in 2001.  The gross  profit  increased  for the three months
ended  March 31,  2002 as compared to the same period in 2001 due to lower costs
and increased  pricing on new products.  The Company expects  pricing  pressures
from its  competition,  but  management  of the  Company  believes  that it will
continue to lower the cost  procurement  from  subcontractors  by obtaining  the
benefits of lower product costs through volume purchases.

      (4)    SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative  expenses  decreased to $700,594 for the three months ended March
31, 2002 as compared to $813,540 for the three months ended March 31, 2001.  The
decrease of $112,946 is the result of a decrease of legal expenses by $27,000, a
decrease  of  consulting  expenses  by  $83,000,  a  decrease  of  research  and
development by $88,000,  a decrease of other expenses by $66,000 and an increase
in payroll  expense  by  $151,000.  During  this  period,  the  Company  had one
transaction  that  resulted in  non-cash  expenditures.  The Company  recorded a
charge of $62,499 in  connection  with the issuance of common stock to the Chief
Financial  Officer to amortize his unearned  compensation in accordance with his
employment  agreement.  During the  comparable  period in 2001,  the Company had
three non-cash transactions that resulted in non-cash expenditures: i) a company
controlled  by  one  of  our  principal  shareholders,   incurred  research  and
development  costs on our behalf for the  further  development  of our  Internet
access  hardware  routers for  $113,919;  ii) the  Company  recorded a charge of
$62,499 in connection  with the issuance of common stock to the Chief  Financial
Officer to amortize his unearned  compensation in accordance with his employment
agreement;  iii) the Company  incurred an expense of $88,591 in connection  with
the issuance of common stock for consulting services relating to venture capital
and, or debt financing. The Company expects to increase its selling, general and
administrative in the future in proportion to the Company's  anticipated  growth
in sales.

LIQUIDITY AND CAPITAL RESOURCES

     Since  inception,  the Company has relied  principally upon the proceeds of
private equity financings and loans to fund its working capital requirements and
capital  expenditures.  The Company's net cash provided by operating  activities
for the three months ended March 31, 2002 was $17,718,  compared to cash used in
operating  activities of ($19,226) for the three months ended March 31, 2001, an
increase of $36,944.  This increase resulted from decreases in the Company's net
loss, which included  non-cash charges of $62,499 for compensation in connection
with an employment agreement,  $31,000 for a deferred consulting expense, $4,613
for depreciation expense, $2,354 for amortization expense,  $65,776 for increase
in accounts  receivable,  $107,200 for a decrease in inventory,  $174,188 for an
increase in prepaid  expenses,  $9,485 for an  increase  in  deposits  and other
assets,  $45,931 for an increase in accounts  payable,  $6,660 for a decrease in
accrued  professional  fees,  $133,999 for an increase in accrued expenses,  and
$28,005 for an increase due to related party supplier.

     The Company's net cash used by investing  activities  for the  three-months
period ended March 31, 2002 was $2,255 for purchase of property and equipment.

     The Company had no net cash provided by financing activities.

     The Company has no assured available  financial resources to meet its March
31, 2002 working capital deficit of $1,365,911 and future operating costs.

      The Company is seeking additional equity capital from private and public
offerings. There is no assurance that the Company will be able to raise such
additional capital during the next 12 months. If the Company is unable to obtain
the necessary additional capital, the Company may be required to change its
proposed business plan and decrease its planned operations, which could have a
material adverse effect upon its business, financial condition, or results of
operations.

     The management of the Company has taken the following  steps to improve its
cash flow:

            (a)    On January 31, 2001,  the  Company,  entered into a Factoring
Agreement.  The  agreement  was  renewed on January  31,  2002.  The Company has
assigned  substantially all of its accounts receivable to the factor,  typically
on a recourse basis.  The Company may request advances up to 75% of the eligible
receivables. The factor charges the Company a commission equal to .0667% per day
for each  uncollected  receivable  from the invoice  date to the payment date of
such invoice, plus interest on advanced funds equal to the greater of 10% or the
interest publicly announced by Citibank N. A., plus 2%.

                                       11
<PAGE>

            (b)    On March 19, 2001, the Company also entered into a Securities
Purchase Agreement with third-party investors and a Placement Agent Agreement to
provide up to $250,000 less certain fees and expenses of the placement  agent by
the issuance of convertible  debentures.  The debentures bear interest at 6% per
year and  convert  into the  Company's  common  stock.  In  connection  with the
issuance of such debentures, the difference between the conversion price and the
fair  value of the  common  stock  to  which  the  debentures  are  convertible,
multiplied  by the number of shares  into which the debt is  convertible  at the
issuance  date of the debt are  recorded as  intrinsic  value of the  beneficial
conversion feature and charged to interest expense in the Company's statement of
operations.  We recorded  $76,819 of interest  expense in the second  quarter of
2001.  Through March 31, 2001,  the Company  issued  debentures of $255,000 from
which the Company received net proceeds of approximately $213,040. The debenture
holders are entitled to convert all or part of the principal amount plus accrued
interest into shares of the Company's common stock equal to either (a) an amount
equal to 120% of the closing bid price of the  Company's  common stock as of the
date of the debenture issuance or (b) an amount equal to 80% of the lowest three
closing bid prices of the  Company's  common  stock for the 10 days  immediately
preceding  the  date  of  conversion  of  the  debenture.   The  debentures  are
subordinate  and  junior in right of  payment  to all  accounts  payable  of the
Company  incurred in the  ordinary  course of  business  and/or bank debt of the
Company  not to  exceed  $250,000.  The  Company  has the right to  require  the
debenture  holders to convert any unpaid  principal and accrued  interest on the
debentures upon the five-year anniversary of the debenture issuance.

     In April,  2002,  two  convertible  debentures in the principal  amounts of
$50,000 and  $15,000,  respectively,  were  redeemed  for  $55,000 and  $16,500,
respectively,  which  included  an  aggregate  amount  of  accrued  interest  of
approximately  $4,000 and  penalties in  connection  with delays in  registering
common stock underlying the debentures of approximately $2,500.

RISK FACTORS

     Our  Company  is subject to various  risks  which may  materially  harm our
business,  financial  condition  and results of  operations.  Certain  risks are
discussed below.

WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE

     We have historically lost money. For the three months ended March 31, 2002,
we sustained  losses of $0.14 million.  For the year ended December 31, 2001 and
the year ended December 31, 2000, we sustained losses of $1.67 million and $2.88
million,  respectively.  Future  losses  are  likely to occur.  Our  independent
auditors  have noted that our  Company  may not have  significant  cash or other
material  assets to cover its  operating  costs and to allow it to continue as a
going  concern.  Our ability to obtain  additional  funding will  determine  our
ability  to  continue  as  a  going  concern.  Accordingly,  we  may  experience
significant  liquidity  and  cash  flow  problems  if we are not  able to  raise
additional capital as needed and on acceptable terms. No assurances can be given
that we will be successful in reaching or maintaining profitable operations.

WE HAVE  BEEN THE  SUBJECT  OF A GOING  CONCERN  OPINION  FROM  OUR  INDEPENDENT
AUDITORS

     Our independent  auditors have added explanatory  paragraphs to their audit
opinions issued in connection with the 2001 and 2000 financial  statements which
states that our Company is  dependent  on outside  financing  and has had losses
since inception that raise  substantial doubt about our ability to continue as a
going  concern.  Our financial  statements do not include any  adjustments  that
might result from the outcome of this uncertainty.

WE HAVE BEEN AND  CONTINUE  TO BE  SUBJECT  TO A  WORKING  CAPITAL  DEFICIT  AND
ACCUMULATED DEFICIT

     We had a working  capital deficit of $1.4 million at March 31, 2002. We had
a working  capital  deficit of $1.3 million and $0.6 million and at December 31,
2001 and 2000,  respectively.  We had an accumulated  deficit of $5.0 million at
March 31, 2002. We had an  accumulated  deficit of $4.9 million and $3.2 million
at December 31, 2001 and 2000,  respectively.  Our ability to obtain  additional
funding will determine our ability to continue as a going concern.  Accordingly,
we may  experience  significant  liquidity  and cash flow problems if we are not
able  to  raise  additional  capital  as  needed  and on  acceptable  terms.  No
assurances  can be given that we will be successful  in reaching or  maintaining
profitable operations.

                                       12
<PAGE>

WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL

     Our success  largely depends on the efforts and abilities of key executives
and consultants,  including  Gregory S. Levine,  our President and a Director of
our Company, and Martin Dell'Oca,  our Chief Financial Officer and a Director of
our Company.  The loss of the  services of any of these people could  materially
harm our  business  because of the cost and time  necessary to replace and train
such  personnel.  Such a loss would also divert  management  attention away from
operational  issues. We have entered into employment  agreements with Mr. Levine
and Mr.  Dell'Oca,  respectively.  We do not  maintain  key-man  life  insurance
policies on any of these people.

                                       13
<PAGE>

PART II

ITEM 1.  LEGAL PROCEEDINGS

     The officers and directors of our Company believe that to the best of their
knowledge, neither our Company nor any of its officers and Directors are parties
to any legal proceeding or litigation.  Further, the officers and directors know
of no threatened or contemplated legal proceedings or litigation.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

      None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

      Not applicable.

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

      None.

ITEM 5.  EXHIBITS

     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.

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 by 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 by 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.

                                       14
<PAGE>

     The  following  documents  are  incorporated  herein by reference  from the
Registrant's Post Effective Amendment 1 to Form S-1 Registration Statement filed
with 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 by 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
Commission, Commission file #333-3074 on April 3, 2000.

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.

             The following  documents  are  incorporated  by reference  from the
             Registrant's  Form 8K filed with the  Commission,  Commission  file
             #333-3074 on May 12, 2000.

10.4         Employment Contract of Enrique Dillon.

10.5         Employment Contract of Martin Dell'Oca.

     The following documents are incorporated by reference from the Registrant's
Form 10-K filed with the Commission on May 14, 2001:

4.4          2000 Stock Incentive Plan

10.6         Promissory  Note dated  August 1, 2000,  by the Company  payable to
             Israel D. Sultan

10.7         Conversion  Agreement  dated  October 26, 2000,  between  Israel D.
             Sultan and the Company.

10.8         Line of Credit  Agreement  dated March 19,  2001,  between  Cornell
             Capital Partners, L.P. and the Company.

10.9         Registration Rights Agreement dated March 19, 2001, between Cornell
             Capital Partners, L.P. and the Company.

10.10        Escrow  Agreement  dated March 19, 2001,  between  Cornell  Capital
             Partners,  L.P., the Company,  Butler  Gonzalez LLP and First Union
             National Bank.

10.11        Form of Convertible Debenture

10.12        Consulting   Services  Agreement  dated  March  19,  2001,  between
             Yorkville Advisors Management, L.L.C. and the Company.

10.13        Securities  Purchase  Agreement  dated March 19, 2001,  between the
             investors on Schedule I attached thereto (the  "Investors") and the
             Company.

10.14        Registration  Rights  Agreement  dated March 19, 2001,  between the
             Investors and the Company.

10.15        Placement Agent  Agreement dated March 19, 2001,  between May Davis
             Group, Inc. ("May Davis") and the Company.

10.16        Escrow  Agreement  dated March 19,  2001,  between  May Davis,  the
             Company and First Union National Bank.

     The following documents are incorporated by reference from the Registrant's
Form 10-Q filed with the Commission on November 14, 2001:

10.17        Employment  Agreement,  effective  August  16,  2001,  between  the
             Company and Robert W. Nelson.

                                       15
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  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:  May 15, 2002                   NEXLAND, INC.

                                       By: /s/ Martin Dell'Oca
                                           ________________________
                                           Martin Dell'Oca
                                           Chief Financial Officer