UNITED STATES SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


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

                  For the quarterly period ended MARCH 31, 2001

[ ]   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)

<TABLE>
<S>                                                                        <C>
                                DELAWARE                                          37-1356503
                                --------                                          ----------
     (State or other jurisdiction of incorporation or organization)            (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)
                                 --------------
</TABLE>

(1) has filed all  reports  required  to be filed by  Section 13 or 15(d) of the
Securities  Exchange  Act of 1934  during the  preceding  12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

As of May 15, 2001, there were 36,153,385 shares  outstanding of issuer's common
stock.





<PAGE>




PART I


FINANCIAL INFORMATION.


ITEM 1.       FINANCIAL STATEMENTS.





<PAGE>

<TABLE>
<CAPTION>
NEXLAND, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS


                                                                              March 31, 2001         December 31, 2000
                                                                               (Unaudited)
                                                                     ------------------------       ------------------
<S>                                                                             <C>                      <C>
ASSETS

CURRENT
    Cash                                                                    $       31,720             $     59,523
    Accounts receivable                                                            155,527                  119,131
    Inventory                                                                      128,427                   75,949
                                                                     ------------------------       ------------------

TOTAL CURRENT ASSETS                                                               315,674                  254,603

PROPERTY AND EQUIPMENT, less accumulated depreciation                               38,085                   32,072
DEPOSITS AND OTHER ASSETS                                                           33,000                   30,000
                                                                     ------------------------       ------------------

TOTAL ASSETS                                                                       386,759                  316,675
                                                                     ========================       ==================

LIABILITIES AND CAPITAL DEFICIT

CURRENT LIABILITIES
    Accounts payable                                                                89,946                   56,876
    Accrued professional fees                                                      275,714                  219,194
    Accrued expenses                                                               130,153                   73,424
    Due to factor                                                                   43,151                        -
    Due to related party supplier                                                  523,053                  401,819
    Other liabilities                                                               97,356                   97,356
                                                                     ------------------------       ------------------

TOTAL LIABILITIES                                                                1,159,373                  848,669

CAPITAL DEFICIT
    Preferred stock, $0.0001 par value; shares
      authorized 10,000,000; no shares outstanding                                       -                        -
    Common Stock, $0.0001 par value; shares
      authorized 50,000,000; 36,153,385 and 34,094,703 shares
      issued and outstanding, respectively                                           3,616                    3,603

ADDITIONAL PAID-IN CAPITAL                                                       3,204,127                3,001,613

UNEARNED COMPENSATION                                                             (270,837)                (333,336)

DEFICIT                                                                         (3,709,520)              (3,203,874)
                                                                     ------------------------       ------------------

TOTAL CAPITAL DEFICIT                                                             (772,614)                (531,994)
                                                                     ------------------------       ------------------

TOTAL LIABILITIES AND CAPITAL DEFICIT                                       $      386,759             $    316,675
                                                                     ========================       ==================

    SEE ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
NEXLAND, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


                                                                        FOR THE THREE              FOR THE THREE
                                                                        MONTHS ENDED               MONTHS ENDED
                                                                        MARCH 31, 2001             MARCH 31, 2000
                                                                        --------------             --------------
<S>                                                                       <C>                      <C>
SALES                                                                      $757,698                 $208,607
COST OF SALES                                                               441,633                   85,732

                                                               ------------------------            ------------
GROSS PROFIT                                                                316,065                  122,875
                                                               ------------------------            ------------
OPERATING EXPENSES:
Selling, general and administrative                                         813,540                  539,755
Depreciation                                                                  2,616                      840

                                                               ------------------------            ------------
TOTAL OPERATING EXPENSES                                                    816,156                  540,595
                                                               ------------------------            ------------

INTEREST EXPENSE                                                              5,555                    5,536

                                                               ------------------------            ------------
NET (LOSS)                                                                ($505,646)               ($423,256)
                                                               ------------------------            ------------
PER SHARE AMOUNTS:
Net loss per common share, basic and diluted                                 ($0.01)                  ($0.01)

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES, BASIC AND DILUTED                                      36,045,579               34,128,708


    SEE ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
NEXLAND, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<S>                                                                      <C>                       <C>
                                                                         FOR THE THREE              FOR THE THREE
                                                                         MONTHS ENDED               MONTHS ENDED
                                                                         MARCH 31, 2001             MARCH 31, 2000
                                                                         --------------             --------------

OPERATING ACTIVITIES

Net loss                                                                 $(505,646)                $(423,256)

Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:

    Compensation charge in connection with employment agreement              62,499                         -
    Contributed research and development services                           113,919                         -
    Expenses paid by issuance of common stock                                88,591                   332,054
    Provision for bad debts                                                       -                     8,996
    Depreciation                                                              2,616                       840
(Increase) decrease in:
    Accounts receivable                                                     (36,396)                  (34,626)
    Inventory                                                               (52,478)                 (149,012)
    Deposits and other assets                                                (3,000)                        -
(Decrease) increase in:
    Accounts payable                                                         33,070                   269,681
    Accrued professional fees                                                56,520                         -
    Accrued expenses                                                         56,729                         -
    Due to factor                                                            43,151                         -
    Due to related party supplier                                           121,234                         -
    Other liabilities                                                           (35)                        -
                                                               ---------------------               -------------
Total adjustments                                                           486,420                   427,933
                                                               ---------------------               -------------
Net cash (used in) provided by operating activities                         (19,226)                    4,677
                                                               ---------------------               -------------

INVESTING ACTIVITIES
Purchases of property and equipment                                          (8,594)                   (8,380)
                                                               ---------------------               -------------
Net cash (used in) investing activities                                      (8,594)                   (8,380)
                                                               ---------------------               -------------

FINANCING ACTIVITIES
Proceeds from exercise of warrants and options                                   17                   160,000
                                                               ---------------------               -------------
Net cash provided by financing activities                                        17                   160,000
                                                               ---------------------               -------------

Net (decrease) increase in cash                                             (27,803)                  156,297

Cash, beginning of period                                                    59,523                     4,231
                                                               ---------------------               -------------

Cash, end of period                                                         $31,720                  $160,528
                                                               =====================               =============

SUPPLEMENTAL DISCLOSURES:
    Cash paid for interest                                                   $5,555                        $-


    SEE ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
</TABLE>


<PAGE>

NEXLAND, INC. AND SUBSIDIARY

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


1.            FINANCIAL STATEMENTS

         In the opinion of the Company,  the  accompanying  unaudited  condensed
consolidated  financial statements as of March 31, 2001 and for the three months
ended  March  31,  2001 and 2000  have  been  prepared  in  accordance  with the
instructions to Form 10-Q and include all adjustments (consisting only of normal
recurring accruals), which are necessary for a fair presentation for the periods
presented. Certain information and footnote disclosures normally included in the
consolidated financial statements prepared in accordance with generally accepted
accounting  principles  have been omitted.  The condensed  consolidated  balance
sheet  information  as of  December  31,  2000  was  derived  from  the  audited
consolidated  financial  statements  included in the Company's  Form 10-K. It is
suggested  that these  condensed  consolidated  financial  statements be read in
conjunction  with the  Company's  Annual  Report on Form 10-K for the year ended
December 31, 2000.  The results of  operations  for the three months ended March
31, 2001 are not  necessarily  indicative  of the results to be expected for the
full year.


2.            EARNINGS PER SHARE

         Net loss per share of  common  stock is based on the  weighted  average
number of common shares outstanding  during each period.  Diluted loss per share
of common  stock is  computed  on the basis of the  weighted  average  number of
common shares and dilutive  options and warrants  outstanding.  All  outstanding
options and warrants  have an  anti-dilutive  effect and are  excluded  from the
calculation.


3.            CAPITAL DEFICIT

         During  the three  months  ended  March 31,  2001  the  Company  issued
126,000 shares of its common stock pursuant to the consulting services agreement
relating to capital  investment and recorded a charge to consulting  fees (based
on the then market  value of the common  stock) with a  corresponding  credit to
equity in the amount of $88,591.

         On February 1, 2001,  the Company  granted the following  options under
the 2000 Stock Incentive Plan:

         o     To an employee of the  Company,  options to purchase up to 75,000
               shares of common stock at an exercise price of $0.70 per share on
               February 1, 2001 and 75,000 shares of common stock at an exercise
               price not less than 100% of the fair  market  value of a share of
               common  stock on the grant  date per share on  February  1, 2002.
               These options vest one-forth on each of the first,  second, third
               and forth  anniversaries  of the grant date. These options may be
               exercised within 10 years of the date of grant.





<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

         Our  Company's   auditors  stated  that  the   consolidated   financial
statements of our Company for the years ended December 31, 2000 and December 31,
1999 were prepared on a  going-concern  basis.  For the years ended December 31,
2000  and  1999,  respectively,  our  Company  incurred  a net  annual  loss  of
$2,876,244  and  $131,343,   respectively,  and  our  Company  had  deficits  of
$3,203,874  and $327,630,  respectively,  in the  corresponding  periods.  These
losses raise substantial doubt about the ability of our Company to continue as a
going concern. Management believes that resources will be available from private
and public  sources in 2001 to continue the marketing of our 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
our Company cannot continue in existence.

         Management has established  plans intended to increase the sales of our
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 our
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  twelve  (12)  employees  in Miami  and nine (9) in
Canada. If our Company is successful in increasing its sales level or in raising
significant new capital,  we anticipate hiring twelve (12) additional  personnel
during the remainder of 2001. We believe that these  personnel  will be adequate
to accomplish the tasks set forth in its plan.

MANAGEMENT'S DISCUSSION AND ANALYSIS

         RESULTS OF OPERATIONS

                  THREE-MONTH PERIODS ENDED MARCH 31, 2001 AND 2000

         (1)  REVENUES.  For the quarter  ended March 31, 2001,  our Company had
$757,698  in  revenue consisting  of sales of  4,529  units of  Internet  access
"hardware  routers"  for small  office and home users.  During the three  months
ended March 31,  2000,  our  Company had sales of $208,607  from the sale of 763
units.  During the three months ended March 31, 2001, our average selling price
per unit decreased by $106 per unit as compared to the same period in 2000. This
decrease  resulted from our Company reducing its selling price to take advantage
of large volume sales opportunities.


<PAGE>
         (2) COST OF SALES.  Cost of sales for the quarter  ended March 31, 2001
was $441,633,  as compared to $85,732 for the same period in 2000. 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.  During the three months ended March 31,  2001,  our average  purchase
cost per unit  decreased by $14 per unit as compared to the same period in 2000.
This decrease resulted from a combination of two factors,  the first of which is
our Company's success in obtaining lower priced units from our supplier and also
as a result from our Company  effectively  modifying our product  specifications
which resulted in a lower cost to purchase. While our Company expects the dollar
amount  of  purchases   of   pre-assembled   finished   goods   inventory   from
subcontractors  to increase in the future as our Company  increases  sales,  our
Company  anticipates  paying  lower  prices  as a  result  of  increased  volume
purchases.

         (3) GROSS  PROFIT.  The gross profit of our products was  approximately
42% for the quarter ended March 31, 2001, as compared to 59% for the same period
in 2000. The decrease in the gross profit is  attributable  to reductions in our
selling  prices to take  advantage  of volume sales  opportunities.  Our Company
expects  pricing  pressures  from our  competition,  but we believe that we will
continue to lower our cost  procurement  from  subcontractors  by obtaining  the
benefits of lower product costs through volume purchases. The gross margin could
be lower in the future.

         (4) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative  expenses  increased to $813,540 for the quarter  ended March 31,
2001 as compared to $539,755 for the quarter ended March 31, 2000.  The increase
of $273,785 is primarily the result of our growth in sales,  and the increase in
personnel  and  other  related  costs,   which  are  explained  below.  In  this
connection, our payroll costs increased by $120,000, professional fees increased
by $66,000  and other  operating  expenses  decreased  by  $46,000.  During this
period, we had three transactions that resulted in non-cash  expenditures by our
Company.  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.  In this connection,  we recorded as a capital
contribution  $113,919,  which  represents  the actual  costs,  incurred by this
company on our behalf,  substantially  consisting  of  technician  salaries  for
subcontractors  located in Taiwan. We have no formal agreement with this company
and we are in the  preliminary  phase  of  evaluating  the  acquisition  of this
company  during the next 12 months.  During the  comparable  period in 2000, our
Company did not incur any research  and  development  costs,  since we purchased
ready to sell finished  goods  inventory.  In addition,  our 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.  Lastly,  our  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.  Our Company  expects to increase its
selling, general and administrative in the future in proportion to our Company's
anticipated growth in sales.

         LIQUIDITY AND CAPITAL RESOURCES.

         Since inception,  our Company has relied  principally upon the proceeds
of private equity financings and loans to fund its working capital  requirements
and capital  expenditures.  Our Company's net cash used in operating  activities
for the quarter ended March 31, 2001 was ($19,226)  compared to cash provided by
operating  activities of $4,677 for the quarter ended March 31, 2000, a decrease
of $23,903.  This decrease  resulted  from  increases in our Company's net loss,
which included  non-cash  charges of (i) $62,499 for  compensation in connection
with an employment  agreement,  (ii) $88,591 for  consulting  services paid with
common stock (iii) $113,919  contributed  research and development  services and
increases  in  receivables  and  inventories,  offset by  increases  in accounts
payable,  accrued  professional  fees and  expenses,  and due to  related  party
supplier.   These  increases  resulted  from  the  expansion  of  our  Company's
operations.

         Our Company's net cash provided by financing  activities  for the three
month period ended March 31, 2001 was $17 resulting from proceeds  received from
the exercise of stock options.  Our Company's short-term and long-term liquidity
requirements  are  expected to result  from  working  capital  needs to purchase
inventory  and  pay  other  operating  expenses.  Although  our  Company  cannot
accurately predict the precise timing of its future capital, we estimate that we
will need to expend approximately $2,000,000, within the next twelve months. Our
Company  estimates that of that amount (i) $1,000,000 will be for  pre-assembled
finished  goods  inventory  from  subcontractors,  (ii)  $250,000  for sales and
marketing  forces,  (iii) $250,000 for  professional  fees and (iv) $500,000 for
other operating expenses, such as payroll, rent and office expenses.

         Our Company has no assured  available  financial  resources to meet its
March 31, 2001 working capital deficit of $843,699 and future operating costs.


<PAGE>

         Our  Company is seeking  additional  equity  capital  from  private and
public offerings.  There is no assurance, that our Company will be able to raise
such additional  capital during the next 12 months.  If our Company is unable to
obtain the necessary  additional capital,  our 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 our Company has taken the following  steps to improve
its cash flow:

         (a) On  January  31,  2001,  our  Company,  entered  into  a  factoring
agreement.  The  agreement  expires on January 31, 2002 or until  terminated  by
either  party with  proper  notice  given as defined.  Our Company has  assigned
substantially  all of its  accounts  receivable  to the factor,  typically  on a
recourse  basis.  Our  Company may  request  advances up to 75% of the  eligible
receivables. The factor charges our 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%.  Obligations due to the
factor under the factoring  agreement are  collateralized by  "receivables",  as
defined. At March 31, 2001, $43,151 is due to factor.

         (b) On March  19,  2001,  we  entered  into an  Equity  Line of  Credit
Agreement.  Pursuant to the equity  line of credit,  an  institutional  investor
agreed,  if  requested  by the  Company,  to  purchase  up to $5  million of our
debentures.  The debentures are convertible into shares of our Common Stock at a
conversion  price equal to a 20% discount of the market price of such stock,  as
defined in the  agreement.  The timing of each sale and the number of debentures
to be sold is at our  discretion,  subject to various  conditions,  including an
effective  registration  of the  conversion  shares.  The dollar amount that our
Company can request under any individual  sale is subject to the average trading
volume of our Common Stock for the preceding 40-day trading period.  The maximum
term of the equity  line of credit is two years from the date of the  agreement.
The agreement contains various representations,  warranties and covenants by us,
including  limitations  on our  ability  to sell  Common  Stock or Common  Stock
equivalents,  all assets, merge or enter into certain other transactions.  There
were no amounts outstanding on the equity line of credit at March 31, 2001.

         (c) On March  19,  2001,  our  Company  also  entered  into  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 our Company's common stock as defined.  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 or the date at which the debentures become convertible
will be recorded as  intrinsic  value of the  benefical  conversion  feature and
charged to interest  expense in our  Company's  statement  of  operations.  Such
amounts may be material to our Company's 2001 financial statements.  Through May
18,  2001,  our  Company  issued  debentures  of $95,000  from which our Company
received  net  proceeds  of  approximately  $65,000.  There  were no  debentures
outstanding at March 31, 2001. The debenture holders are entitled to convert all
or part of the  principal  amount  plus  accrued  interest  into  shares  of our
Company's  Common  Stock  equal to  either  (a) an  amount  equal to 120% of the
closing bid price of our 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
our  Company's  Common Stock for the 10 days  immediately  preceding the date of
conversion of the debenture.  Our Company is obligated to register the resale of
the  conversion  shares under the  Securities  Act of 1933.  The  debentures are
subordinate  and  junior in right of  payment  to all  accounts  payable  of our
Company  incurred in the  ordinary  course of  business  and/or bank debt of our
Company  not to  exceed  $250,000.  Our  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.




<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  ending  March 31,  2001 the  company  issued
126,000 shares of its common stock pursuant to a consulting  services  agreement
for venture capital amounting to $88,591.


ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

         Not applicable.


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

         None.





<PAGE>


ITEM 5.       EXHIBITS

         The  following   documents  are  incorporated  by  reference  from  the
Registrant's  Form S-1  Registration  Statement  filed with the  Securities  and
Exchange Commission (the "Commission"), Commission File No. 333-3074 on April 1,
1996 and declared effective by the Commission on 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 Warrant

4.3                 Specimen certificate for Class B Redeemable Warrant

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

NUMBER              DOCUMENT

99.1                Stock Purchase Agreement

99.2                Employment Agreement with Fred Schmidt

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

NUMBER              DOCUMENT

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  by  reference  from  the
Registrant's  Form  8-K  Report  filed  with  the  Commission,  Commission  file
#333-3074, on December 3, 1999:

2.01                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 on April 3, 2000:

NUMBER              DOCUMENT

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 8-K 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.





<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 23, 2001                      NEXLAND, INC.

                                           By:      /s/ Martin Dell'Oca
                                                ------------------------------
                                                    Martin Dell'Oca