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 SEPTEMBER 30, 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                     (I.R.S. Employer
     incorporation or organization)                   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 November 1, 2002, there were 34,853,385 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 NINE MONTH PERIODS
                        ENDED SEPTEMBER 30, 2002 AND 2001













                                       3
<PAGE>

                                TABLE OF CONTENTS
                                -----------------

Condensed Consolidated Financial Statements:

    Condensed Consolidated Balance Sheets at September 30, 2002 and
       December 31, 2001 (Unaudited).......................................F - 1

    Condensed Consolidated Statements of Operations for the three months
       ended September 30, 2002 and 2001 and the nine months ended
       September 30, 2002 and 2001 (Unaudited).............................F - 2

    Condensed Consolidated Statements of Cash Flows for the nine months
       ended September 30, 2002 and 2001 (Unaudited).......................F - 3


Notes to Condensed Consolidated Financial Statements.........F - 4 through F - 7










                                       4
<PAGE>
<TABLE>

NEXLAND, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
===================================================================================================

                                               ASSETS
                                               ------
<CAPTION>
                                                                   SEPTEMBER 30,      DECEMBER 31,
                                                                       2002              2001*
                                                                   ------------      ------------

<S>                                                                <C>                <C>
Current assets:
   Cash                                                            $    84,375        $    39,901
   Accounts receivable                                                 506,774            113,739
   Inventory                                                           899,062            319,482
   Prepaid expenses                                                     43,082                  -
                                                                   -----------        -----------
       Total current assets                                          1,533,293            473,122

Property and equipment, net                                             72,864             62,503

Other assets:
   Deposits and other assets                                            28,727             32,968
   Loan closing cost                                                         -             41,960
                                                                   -----------        -----------
        Total other assets                                              28,727             74,928
                                                                   -----------        -----------

        Total assets                                               $ 1,634,884        $   610,553
                                                                   ===========        ===========


                                  LIABILITIES AND CAPITAL DEFICIT
                                  -------------------------------

Current liabilities:
   Accounts payable                                                $ 1,050,692        $   200,018
   Accrued professional fees                                           108,277            282,093
   Accrued expenses                                                    381,358            285,309
   Due to related party supplier                                       619,481            666,209
   Convertible debentures                                                    -            255,000
   Other liabilities                                                    97,356             97,356
                                                                   -----------        -----------
        Total current liabilities                                    2,257,164          1,785,985
                                                                   -----------        -----------

Commitments and contingencies

Capital deficit:
   Preferred stock, $0.0001 par value; 10,000,000 shares
     authorized; no shares outstanding                                       -                  -
   Common stock, $0.0001 par value; 50,000,000 shares
     authorized; 34,853,385 and 35,653,385 shares issued and
     outstanding at September 30, 2002 and December 31, 2001             3,485              3,566
   Additional paid-in capital                                        3,923,666          3,775,418
   Unearned compensation                                                     -            (83,340)
   Accumulated deficit                                              (4,549,431)        (4,871,076)
                                                                    -----------        -----------
         Total capital deficit                                        (622,280)        (1,175,432)
                                                                   ------------        -----------

         Total liabilities and capital deficit                     $ 1,634,884         $  610,553
                                                                   ============        ===========


*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.
</TABLE>


                                               F - 1

<PAGE>

<TABLE>

NEXLAND, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
====================================================================================================================================

<CAPTION>
                                                           THREE MONTHS ENDED                     NINE MONTHS ENDED
                                                              SEPTEMBER 30,                         SEPTEMBER 30,
                                                    --------------------------------       -------------------------------
                                                        2002                2001               2002               2001
                                                    -----------         ------------       -----------       -------------
<S>                                                 <C>                 <C>                <C>                <C>

Sales                                               $ 3,181,986         $   739,847        $ 6,038,173        $ 2,275,018

Cost of sales                                         1,802,858             285,647          3,156,262          1,110,131
                                                    -----------         -----------        -----------        -----------

Gross profit                                          1,379,128             454,200          2,881,911          1,164,887
                                                    -----------         -----------        -----------        -----------
Operating expenses:
    Selling, general and administrative                 795,742             903,731          2,201,808          2,785,332
    Depreciation and amortization                         6,137               4,266             15,419              9,917
                                                    -----------         -----------        -----------        -----------
               Total operating expenses                 801,879             907,997          2,217,227          2,795,249
                                                    -----------         -----------        -----------        -----------

Income (loss) from operations                           577,249            (453,797)           664,684         (1,630,362)
                                                    -----------         -----------        -----------        -----------
Other expense:
    Interest expense                                   (183,681)             (3,428)          (264,661)           (79,563)
                                                    -----------         -----------        -----------        -----------
               Total other expense                     (183,681)             (3,428)          (264,661)           (79,563)
                                                    -----------         -----------        -----------        -----------

Net income (loss) before extraordinary item             393,568            (457,225)           400,023         (1,709,925)
                                                    -----------         -----------        -----------        -----------
Extraordinary item:
    Loss on extinguishment of debt                            -                    -            78,378                  -
                                                    -----------         -----------        -----------        -----------

Net income (loss)                                   $   393,568         $  (457,225)       $   321,645        $(1,709,925)
                                                    ===========         ============       ===========        ============
Net loss per common share,
  basic and diluted                                      $ 0.01         $     (0.01)       $      0.01        $     (0.05)
                                                    ===========         ============       ===========        ============

Weighted-average number of                           35,009,907          36,153,385         35,436,535         36,117,923
  common shares                                     ===========         ============       ===========        ============




                          See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                                           F - 2

<PAGE>

<TABLE>

NEXLAND, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
========================================================================================================

<CAPTION>
                                                                               NINE MONTHS ENDED
                                                                                  SEPTEMBER 30,
                                                                        --------------------------------
                                                                           2002                 2001
                                                                        ----------           -----------

<S>                                                                     <C>                  <C>
Net cash provided by (used in) operating activities                     $ 365,876            $ (860,319)
                                                                        ----------           -----------
Cash flows from investing activities:
    Purchase of property and equipment                                    (25,723)              (16,677)
                                                                        ----------           -----------
Cash flows from financing activities:
    Loan proceeds                                                               -               702,000
    Proceeds from exercise of warrants and options                              -                    17
    Proceeds from issuance of convertible debentures                            -               255,000
    Costs on issuance of convertible debentures                                 -               (41,960)
    Return of common stock                                                     81                     -
    Extinguishment of debentures                                         (295,760)                    -
                                                                        ----------           -----------
Net cash provided by (used in) financing activities                      (295,679)              915,057
                                                                        ----------           -----------

Net increase in cash                                                       44,474                38,061
Cash, beginning of period                                                  39,901                59,523
                                                                        ----------           -----------
Cash, end of period                                                     $  84,375            $   97,584
                                                                        ==========           ===========

Supplemental Cash Flow Information:
----------------------------------
    Cash paid for interest                                              $ 173,891            $   79,580
                                                                        ==========           ===========
    Cash paid for taxes                                                 $       -            $        -
                                                                        ==========           ===========
    Cash paid for extraordinary item - extinguishment of debt              36,418            $        -
                                                                        ==========           ===========

Non Cash Supplemental Information:
---------------------------------
    Compensation expense in connection with employment agreement        $  83,340            $  124,988
                                                                        ==========           ===========
    Expenses in connection with stock options and stock issued          $ 121,043            $        -
                                                                        ==========           ===========






              See accompanying notes to condensed consolidated financial statements.



                                               F - 3

</TABLE>

<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 nine months ended
September 30, 2002 are not necessarily  indicative of the results to be expected
for the full year.


NOTE 2 - STOCK OPTIONS
----------------------

In July 2002, the Company granted 541,667  options to certain  consultants.  The
weighted  average  grant-date  fair value was $0.19 for options with an exercise
price equal to the market price on the date of the grant.  The weighted  average
fair value of options  granted is estimated  on the date of the grant,  using an
option-pricing model for public companies.  The $104,167 fair value of the grant
was expensed in July.

During the nine months ended September 30, 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  re-issuance  of shares under  Financial  Interpretation  No. 44 recognizing
approximately $3,000 in compensation expense. During the nine month period ended
September 30, 2002, the Company granted 200,000 options to certain  consultants.
The weighted  average fair value of options granted during the nine months ended
September   30,  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 $0.26 for options with an exercise  price equal to the market price on
the date of the grant.  All options  have an exercise  price equal to the market
price on the date of grant.  During the nine month  period ended  September  30,
2002,  the  Company  also  granted  450,000  options  to  certain  officers  and
directors. The weighted average grant-date fair value was $0.13 for options with
an  exercise  price  equal to the  market  price on the date of the  grant.  All
options 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                         6.06
               Expected dividends                          None


                                     F - 4

<PAGE>

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

NOTE 2 - STOCK OPTIONS, continued
---------------------------------

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 income for the nine
months ended September 30, 2002 would have changed.

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

                                           2002                    2001
                                      -------------           -------------
     Net loss

          As reported                 $     321,645           $ (1,709,925)
                                      =============           =============
          Pro forma                   $     229,365           $ (2,352,325)
                                      =============           =============


NOTE 3 - EXTINGUISHMENT OF DEBT
-------------------------------

In June 2002,  the  Company  prepaid  the  holders of certain  privately  placed
convertible  debentures in an aggregate amount of $312,000.  These payments were
made out of available cash. Interest accrued on these convertible  debentures at
6% was $16,240. In connection with this transaction, the Company was required to
pay  prepayment  penalties of $40,760,  and wrote off the  unamortized  deferred
financing costs of approximately $37,618. The total of $78,378 has been recorded
as a net extraordinary loss in the 2002 statement of operations.


NOTE 4 - INCOME TAXES
---------------------

The Company has not recognized  any benefit of net operating loss  carryforwards
in the  accompanying  financial  statements in accordance with the provisions of
SFAS No. 109, "Accounting for Income Taxes," as the realization of this deferred
tax  benefit is not more likely than not. A 100%  valuation  allowance  has been
recognized to offset the entire effect of the Company's net deferred tax assets.


NOTE 5 - CONCENTRATIONS
-----------------------

During the nine  months  ended  September  30,  2002,  approximately  66% of the
Company's  revenues were generated by one customer in the technology  sector and
none in the same period in 2001.


NOTE 6 - COMMON STOCK
---------------------

On November 22, 2000, the Company  entered into a settlement  agreement in which
it agreed to dismiss a threatened  lawsuit  against  Fred  Schmid,  Fred Schmid,
Inc., Dale Runyon, a former principal  shareholder of WindStar,  and Erik Nelson
(WindStar parties), and to terminate Mr. Schmid's consulting agreement.  In this
connection, Messrs. Schmid and Nelson agreed to escrow the consulting shares and
the penalty  shares with an Escrow Agent and Mr. Runyon agreed to return 800,000
transfer shares of common stock that were issued to him in a prior year. In July
2002,  the agreement was deemed to be fully  performed and the Company  recorded
the return and cancellation of these shares.


                                     F - 5

<PAGE>

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

NOTE 7 - 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 8 - SUBSEQUENT EVENTS
--------------------------

On November 6, 2002 multiple agreements were signed to renegotiate related party
accounts payable balances to Promissory  Notes,  purchase assets and to grant to
Nexland,  Inc.  the option to  purchase  worldwide  distribution  rights and all
claims of technology development.

Promissory Note Agreements
--------------------------

An agreement  and release was signed with  Smerwick,  a related  party and major
stockholder,  to release an account payable balance of $313,016 in consideration
of a cash  payment of $150,000 and the  execution  of a  Promissory  Note in the
amount of $163,016. The note will accrue interest at a rate of 8% per annum with
principle and interest payments of $7,500 monthly in arrears.

An agreement  and release was signed with  Longfield,  a related party and major
stockholder,  to release an account payable balance of $306,465 in consideration
of a cash  payment of $150,000 and the  execution  of a  Promissory  Note in the
amount of $156,465. The note will accrue interest at a rate of 8% per annum with
principle and interest payments of $7,500 monthly in arrears.

Purchased Assets Agreement
--------------------------

An asset  purchase  agreement  was signed with Nexland Asia  Limited,  a related
party  and  major  stockholder,  to  purchase  all  of the  properties,  rights,
interests and other tangible and intangible assets of Nexland Asia Limited.

In consideration of the purchase,  a promissory note was signed in the amount of
$470,000  bearing an interest rate of 6% per annum.  The entire principal amount
and all accrued  interest shall be due and payable upon the earlier of the tenth
anniversary  date of the note or a sale of  substantially  all of the  assets of
Nexland, Inc.

The  principle  amount  shall  become  immediately  due  and  payable  upon  any
bankruptcy proceedings or change of control. In addition, if the Company records
at the end of any fiscal year  accumulated  shareholder  equity in excess of two
million  dollars,  the note shall become due and payable 45 days  following  the
filing of the SEC report.

Irrevocable Option Agreement
----------------------------

An irrevocable option agreement was signed with Nexland, S.A. to purchase assets
of Nexland,  France upon the election of Nexland,  Inc. Assets shall include all
of the properties, rights, interests and other tangible and intangible assets of
Nexland, S.A.


                                     F - 6
<PAGE>

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

NOTE 8 - SUBSEQUENT EVENTS, continued
-------------------------------------

As consideration  for the option,  Nexland,  Inc. will deliver to Nexland,  S.A.
25,000 newly-issued shares of Nexland Common Stock.

As consideration  for the sale of assets upon execution of the option,  Nexland,
Inc.  will deliver to Nexland,  S.A.  1,475,000  newly-issued  shares of Nexland
Common Stock.









                                     F - 7











<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 twenty six (26)  employees  in Miami and six (6) in
Canada. We anticipate hiring one (1) additional employee 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

         Financial  Reporting Release No. 60, which was recently released by the
U.S. Securities and Exchange  Commission,  encourages all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Our consolidated financial statements include a summary of
the significant  accounting  policies and methods used in the preparation of our
consolidated financial statements.

         Management  believes the following critical  accounting policies affect
the significant judgments and estimates used in the preparation of the financial
statements.



                                       5

<PAGE>


REVENUE RECOGNITION

         Revenues  are  recognized  at the time of  shipment  of the  respective
merchandise. Our Company includes shipping and handling fees billed to customers
as revenues.  Costs of sales  include  outbound  freight.  Products are under an
unconditional  money-back guarantee for the first 30 days after purchase. A five
year warranty covering the repair of the unit is provided on all products.

USE OF ESTIMATES

         Management's discussion and analysis of financial condition and results
of operations is based upon our consolidated  financial  statements,  which have
been prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and judgments  that affect the reported  amounts of
assets,   liabilities,   revenues,  and  expenses,  and  related  disclosure  of
contingent  assets and liabilities.  On an ongoing basis,  management  evaluates
these  estimates,  including  those related to allowances for doubtful  accounts
receivable  and  the  carrying  value  of  inventories  and  long-lived  assets.
Management  bases these estimates on historical  experience and on various other
assumptions  that are believed to be  reasonable  under the  circumstances,  the
results of which form the basis of making  judgments about the carrying value of
assets and liabilities that are not readily apparent from other sources.  Actual
results  may  differ  from  these  estimates  under  different   assumptions  or
conditions.

RESULTS OF OPERATIONS

         FOR THE THREE- MONTH AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2002
         AND 2001

         (1)  REVENUES.  For the three months  ended  September  30,  2002,  our
Company  had  $3,181,986  in revenue as  compared to $739,847 in revenue for the
three months ended September 30, 2001, an increase of 330%.  Sales of units of
our  Internet  access  "hardware  routers"  for  small  offices  and home  users
increased  to 24,317 for the three months  ended  September  30, 2002 from 4,639
units for the three months ended September 30, 2001, an increase of 424%.

         For  the  nine  months  ended  September  30,  2002,  our  Company  had
$6,038,173  in revenue as compared to  $2,275,018 in revenue for the nine months
ended September 30, 2001, an increase of 165%.  Sales of units of our Internet
access  "hardware  routers" for small offices and home users increased to 41,626
for the nine months  ended  September  30,  2002 from 15,566  units for the nine
months ended September 30, 2001, an increase of 167%.

         (2) COST OF SALES.  For the three months ended  September 30, 2002, our
Company had  $1,802,858  (57%) in cost of sales as compared to $285,647 (39%) in
cost of sales for the three months ended September 30, 2001.

         For the nine months ended September 30 2002, our Company had $3,156,262
(52%) in cost of sales as compared to $1,110,131  (49%) in cost of sales for the
nine months ended September 30, 2001.

         (3) GROSS PROFIT.  For the three months ended  September 30, 2002,  our
Company's  gross profit was 43% as compared to 61% in gross profit for the three
months ended September 30, 2001. The gross profit decreased for the three months
ended  September  30, 2002 compared to the  corresponding  period in 2001 due to
increased sales of a product with a lower margin to a customer in the technology
sector.

         For the nine months ended  September  30,  2002,  our  Company's  gross
profit was 48% as  compared  to 51% in gross  profit for the nine  months  ended
September  30,  2001.  The  decrease in gross  profit for the nine months  ended
September  30, 2002 as compared to the  corresponding  period in 2001 was mainly
due to sales of lower margin units sold in volume to a single customer.

         (4) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.

         THREE MONTHS ENDED  SEPTEMBER  30, 2002 AND 2001.  For the three months
ended September 30, 2002, selling, general and administrative expenses decreased
to $795,742,  as compared to $903,731 for the three months ended  September  30,
2001.  The  decrease of  $107,989  is the result of a decrease  of  compensation
option expenses by $210,000, an increase in compensation expense of $144,000, an
increase of other  expenses by $22,000 and  non-cash  expenditure  decreases  in
amortization of unearned compensation of $63,000.



                                       6
<PAGE>

         During the three month period ended September 30, 2002, the Company had
one transaction that resulted in non-cash  selling,  general and  administrative
expenditures: i) $6,105 in option expenses to consultants. During the comparable
period in 2001, the Company had the following three non-cash  transactions  that
resulted in non-cash  expenditures:  i) 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;  ii) the Company  incurred an expense of $210,000 in connection  with
the issuance of options to consultants;  and iii) 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 $73,000,
which was recorded as a capital  contribution.  The Company  expects to increase
its selling,  general and administrative expenses in the future in proportion to
the Company's anticipated growth in sales.

         NINE MONTHS  ENDED  SEPTEMBER  30,  2002 AND 2001.  For the nine months
ended September 30, 2002, selling, general and administrative expenses decreased
to $2,201,808, as compared to $2,785,332 for the nine months ended September 30,
2001.  The  decrease of  $583,524  is the result of a decrease  of  compensation
option expenses by $425,000,  an increase in compensation expense of $203,000, a
decrease of out sourced R&D expense by $193,000, a decrease of legal expenses by
$88,000,  an increase in other  expenses  of $23,000  and  non-cash  expenditure
decreases in amortization of unearned compensation of $104,000.

         During the nine month period ended  September 30, 2002, the Company had
the following three transactions that resulted in non-cash selling,  general and
administrative  expenditures:  i) a charge of  $83,340  in  connection  with the
issuance of common stock to the Chief Financial Officer to amortize his unearned
compensation in accordance with his employment agreement;  ii) $21,043 in option
expenses to  consultants;  iii)  amortization  of loan closing  asset of $4,342.
During the comparable period in 2001, the Company had four non-cash transactions
that  resulted in  non-cash  expenditures:  i) the Company  recorded a charge of
$187,497 in connection  with the issuance of common stock to the Chief Financial
Officer to amortize his unearned  compensation in accordance with his employment
agreement;  ii) the Company  incurred an expense of $424,854 in connection  with
the issuance of options to consultants;  iii) 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 $326,000,
which was recorded as a capital  contribution;  and iv) we issued 126,000 shares
of common stock to a consultant for services and recorded a non-cash transaction
of  $88,578.   The  Company  expects  to  increase  its  selling,   general  and
administrative expenses 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.  For the nine months ended  September  20, 2002,  the
Company's net cash provided by (used in) operating  activities was $365,876,  as
compared to cash used in operating  activities of ($860,319) for the nine months
ended September 30, 2001, an increase of $1,226,195.  This increase in cash flow
resulted  primarily  from  decreases  in the  Company's  net  operating  loss on
increased sales during the comparable nine month periods.

         For the nine months ended  September  30, 2002,  the Company's net cash
used by investing activities was $25,723, which was for purchase of property and
equipment.

         For the nine months ended  September  30, 2002,  the Company's net cash
used by financing  activities was $295,679.  During the nine month period ending
September  30, 2002,  the  convertible  debentures  in the  principal  amount of
$255,000 were redeemed for $295,760  plus accrued  interest of $16,240.  In July
2002, an agreement with a stockholder  was deemed to be fully  performed and the
Company  recorded the return and  subsequent  cancellation  of 800,000  transfer
shares of common stock that were issued in a previous year.

         The Company has no assured  financial  resources  available to meet its
September  30, 2002 working  capital  deficit of $723,871  and future  operating
costs.

ITEM 3.  CONTROLS AND PROCEDURES

         QUARTERLY  EVALUATION OF THE COMPANY'S DISCLOSURE CONTROLS AND INTERNAL
CONTROLS.  Within the 90 days prior to the date of this Quarterly Report on Form
10-QSB,  the Company  evaluated the effectiveness of the design and operation of
its  "disclosure  controls  and  procedures"  (Disclosure  Controls),   and  its
"internal controls and procedures for financial  reporting" (Internal Controls).
This  evaluation  (the Controls  Evaluation)  was done under the supervision and
with the  participation  of management,  including our Chief  Executive  Officer
(CEO) and Chief Financial  Officer (CFO).  Rules adopted by the SEC require that
in this section of the Quarterly  Report we present the  conclusions  of the CEO
and the CFO about the  effectiveness  of our  Disclosure  Controls  and Internal
Controls based on and as of the date of the Controls Evaluation.



                                       7
<PAGE>

         CEO  AND  CFO  CERTIFICATIONS.   Appearing  immediately  following  the
Signatures  section of this  Quarterly  Report there are two  separate  forms of
"Certifications"  of the CEO and the CFO.  The second form of  Certification  is
required  in accord  with  Section  302 of the  Sarbanes-Oxley  Act of 2002 (the
Section 302  Certification).  This section of the Quarterly Report which you are
currently reading is the information concerning the Controls Evaluation referred
to in the  Section 302  Certifications  and this  information  should be read in
conjunction   with  the  Section  302   Certifications   for  a  more   complete
understanding of the topics presented.

         DISCLOSURE  CONTROLS AND  INTERNAL  CONTROLS.  Disclosure  Controls are
procedures  that are designed with the  objective of ensuring  that  information
required to be disclosed in our reports filed under the Securities  Exchange Act
of 1934 (Exchange Act), such as this Quarterly Report,  is recorded,  processed,
summarized and reported within the time periods  specified in the Securities and
Exchange  Commission's  (SEC)  rules and  forms.  Disclosure  Controls  are also
designed with the objective of ensuring that such information is accumulated and
communicated  to our  management,  including the CEO and CFO, as  appropriate to
allow timely decisions  regarding  required  disclosure.  Internal  Controls are
procedures  which  are  designed  with the  objective  of  providing  reasonable
assurance that (1) our transactions are properly authorized;  (2) our assets are
safeguarded  against  unauthorized or improper use; and (3) our transactions are
properly  recorded and reported,  all to permit the preparation of our financial
statements in conformity with generally accepted accounting principles.

         LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS. The Company's management,
including the CEO and CFO, does not expect that our  Disclosure  Controls or our
Internal  Controls will prevent all error and all fraud.  A control  system,  no
matter how well  conceived  and  operated,  can  provide  only  reasonable,  not
absolute,  assurance that the objectives of the control system are met. Further,
the design of a control  system must  reflect  the fact that there are  resource
constraints,  and the benefits of controls must be considered  relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud,  if any,  within  the  Company  have  been  detected.  These  inherent
limitations  include the  realities  that  judgments in  decision-making  can be
faulty,  and that  breakdowns  can occur  because  of simple  error or  mistake.
Additionally,  controls  can be  circumvented  by the  individual  acts  of some
persons,  by collusion of two or more people,  or by management  override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future  conditions;  over time, control may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.

         SCOPE  OF  THE  CONTROLS  EVALUATION.  The  CEO/CFO  evaluation  of our
Disclosure Controls and our Internal Controls included a review of the controls'
objectives  and  design,  the  controls'  implementation  by the Company and the
effect of the controls on the  information  generated for use in this  Quarterly
Report.  In the course of the Controls  Evaluation,  we sought to identify  data
errors,  controls  problems  or acts of fraud and to  confirm  that  appropriate
corrective action, including process improvements,  were being undertaken.  This
type of  evaluation  will be done on a quarterly  basis so that the  conclusions
concerning  controls  effectiveness  can be reported in our Quarterly Reports on
Form 10-QSB and Annual  Report on Form 10-KSB.  Our  Internal  Controls are also
evaluated on an ongoing basis by our  independent  auditors in  connection  with
their audit and review activities. The overall goals of these various evaluation
activities are to monitor our Disclosure  Controls and our Internal Controls and
to make  modifications  as  necessary;  our  intent  in this  regard is that the
Disclosure  Controls and the Internal  Controls  will be  maintained  as dynamic
systems that change  (including with improvements and corrections) as conditions
warrant.

         Among other matters,  we sought in our evaluation to determine  whether
there  were any  "significant  deficiencies"  or  "material  weaknesses"  in the
Company's Internal  Controls,  or whether the Company had identified any acts of
fraud involving  personnel who have a significant role in the Company's Internal
Controls.  This  information  was  important  both for the  Controls  Evaluation
generally and because items 5 and 6 in the Section 302 Certifications of the CEO
and CFO require that the CEO and CFO disclose  that  information  to our Board's
Audit Committee and to our independent auditors and to report on related matters
in  this  section  of  the  Quarterly  Report.  In  the  professional   auditing
literature,   "significant   deficiencies"   are  referred  to  as   "reportable
conditions";  these are  control  issues that could have a  significant  adverse
effect on the ability to record, process, summarize and report financial data in
the  financial  statements.  A "material  weakness"  is defined in the  auditing
literature as a particularly  serious  reportable  condition  where the internal
control  does not reduce to a relatively  low level the risk that  misstatements
caused by error or fraud may occur in amounts that would be material in relation
to the  financial  statements  and not be  detected  within a timely  period  by
employees in the normal course of performing their assigned  functions.  We also
sought to deal with other controls  matters in the Controls  Evaluation,  and in



                                       8
<PAGE>

each case if a problem was identified, we considered what revision,  improvement
and/or correction to make in accord with our on-going procedures.

         In accord with SEC  requirements,  the CEO and CFO note that, since the
date of the Controls Evaluation to the date of this Quarterly Report, there have
been no significant  changes in Internal Controls or in other factors that could
significantly  affect Internal  Controls,  including any corrective actions with
regard to significant deficiencies and material weaknesses.

          CONCLUSIONS.  Based upon the Controls Evaluation, our CEO and CFO have
concluded that, subject to the limitations noted above, our Disclosure  Controls
are effective to ensure that material information relating to Nexland,  Inc. and
its  subsidiary  is made  known  to  management,  including  the  CEO  and  CFO,
particularly during the period when our periodic reports are being prepared, and
that our Internal  Controls are effective to provide  reasonable  assurance that
our  financial  statements  are fairly  presented in conformity  with  generally
accepted accounting principles.

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 nine months ended September
30, 2002,  we had net income of $321,645.  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.

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 $0.72  million at  September  30,
2002.  We had a working  capital  deficit of $1.3  million  and $0.6  million at
December 31, 2001 and 2000, respectively.  We had an accumulated deficit of $4.5
million at September 30, 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.

OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE
SIGNIFICANTLY

         There has been a limited  public  market for our common stock and there
can be no  assurance  that an active  trading  market for our common  stock will
develop. As a result,  this could adversely affect our shareholders'  ability to
sell our common  stock in short time  periods,  or possibly  at all.  Our common
stock has  experienced,  and is likely to experience in the future,  significant
price and volume fluctuations,  which could adversely affect the market price of
our common stock without regard to our operating  performance.  In addition,  we
believe that factors such as quarterly  fluctuations  in our financial  results,
announcements  by our  competitors  and  changes in the  overall  economy or the
condition of the financial  markets could cause the price of our common stock to
fluctuate substantially.

WE HAVE HAD A HISTORY OF A LIMITED CUSTOMER BASE AND THIS MAY CONTINUE

          At present,  our customer base consists  primarily of Internet service
providers, telephone companies, enterprises,  value-added resellers and Original
Equipment  Manufacturing for technology partners. Our ability to operate depends
on increasing our customer base and achieving  sufficient  gross profit margins.
We cannot  assure you that we will be able to increase our  customer  base or to
operate profitably. If any of our major customers stop or



                                       9
<PAGE>

delay their purchases of our products,  our revenue and  profitability  would be
adversely  affected.  We anticipate that sales of our products to relatively few
customers will continue to account for a significant  portion of our revenue. In
2000,  sales to 10 customers  accounted  for 53% of our revenue,  while in 2001,
sales to 10  customers  accounted  for 48% of our  revenue.  For the nine months
ended September 30, 2002, one customer in the technology sector generated 66% of
the Company's revenue. If these customers cancel or delay their purchase orders,
our revenue may  decline and the price of our common  stock may fall.  We cannot
assure you that our current  customers  will  continue to place  orders with us,
that  orders by  existing  customers  will  continue  at the levels of  previous
periods or that we will be able to obtain  orders from new  customers.  Although
our financial  performance  depends on large orders from a few key customers and
resellers, we do not have any long-term binding commitments from any of them.

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.








                                       10
<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

         During the three  months  ended June 30,  2002,  our  Company  redeemed
convertible  debentures  in the  principal  amount of $255,000 for $295,760 plus
accrued interest of $16,240.

         On November 22, 2000, the Company  entered into a settlement  agreement
in which it agreed to dismiss a threatened  lawsuit  against  Fred Schmid,  Fred
Schmid, Inc., Dale Runyon, a former principal shareholder of WindStar,  and Erik
Nelson (WindStar parties),  and to terminate Schmid's consulting  agreement.  In
this  connection,  Schmid and Nelson agreed to escrow the consulting  shares and
the penalty shares with an Escrow Agent and Dale Runyon agreed to return 800,000
transfer shares of common stock that were issued to him in a prior year. In July
2002 the agreement was deemed to be fully performed and the Company recorded the
return of these shares.

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:



                                       11
<PAGE>

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 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.



                                       12
<PAGE>

         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.











                                       13
<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:   November 14, 2002                      NEXLAND, INC.


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


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Nexland, Inc. (the "Company") on Form
10-QSB for the period ended  September 30, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"),  each of the undersigned,
in the capacities and on the dates indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to his knowledge:

1.  The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2.  The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.


/s/ Gregory S. Levine
________________________
Gregory S. Levine
Chief Executive Officer



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










                                       14
<PAGE>

                                  CERTIFICATION
                             PURSUANT TO SECTION 302




I, Gregory S. Levine, certify that:


1. I have reviewed this quarterly report on Form 10-QSB of Nexland, Inc.;


2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


                                            /s/ Gregory S. Levine
Date: November 14, 2002                 By:___________________________
                                           Gregory S. Levine
                                           President







                                       15
<PAGE>

                                  CERTIFICATION
                             PURSUANT TO SECTION 302


I, Martin Dell'Oca, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Nexland, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 14, 2002                    /s/ Martin Dell'Oca
                                       By:____________________________
                                          Martin Dell'Oca
                                          Chief Financial Officer and
                                          Principle Accounting Officer





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