FORM 5 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue See Instruction 1(b). [ ] Form 3 Holdings Reported [ ] Form 4 Transactions Reported	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP	OMB APRIVAL
		OMB Number: 3235-0362 Expires: December 31, 2001 Estimated average burden hours per response. . . . 1.0
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

Name and Address of
Reporting Person*

Hansen Denice K

Box 8, Site 10, RR5

Calgary, Alberta T2P 266

2. Issuer Name and Ticker or Trading Symbol

NoMatterWare, Inc.

4. Statement for (Month/Year)

December 2001

6. Relationship of Reporting Person to Issuer
(Check all appropriate)

Director ______10% Owner
X Officer (Give title below)
Other (Specify below)

Director of Marketing

3. Social Security Number

5. If Amendment, Date of Original
(Month/Year)

TABLE I - Non Derivative Securities Acquired, Disposed of or Beneficially Owned.

1. Title of Security (Instr.3)	2. Transaction Date (Month/ Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)				5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr.3)	2. Transaction Date (Month/ Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price			6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
						None

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

(Over)
SEC 2270 (3/91)

TABLE II - Derivative Securities Acquired, Disposed of or Beneficially Owned
(e.g. puts, calls, warrants, options, convertible securities)

1. Title of Derivative
Security

(Instr.3)

2. Conversion or Exercise
Price of Derivative
Security

3. Transaction Date
(Month/
Day/Year

4. Transaction Code
(Instr. 8)

5. Number of Derivative
Securities Acquired
(A) or Disposed of (D)
(Instr. 3, 4 and 5)

6. Date Exercisable and
Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying
Securities
(Instr. 3 and 4)

8. Price of
Derivative
Securities
(Instr. 5)

9. Number of Derivative
Underlying
Securities Benefically
Owned at
End of Year
(Instr. 4)

10. Ownership
Form of
Derivative
Security:
Direct (D)
or
Indirect (I)
(Instr. 4)

11. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

Explanation of Responses:

	/s/ Denice K. Hanson February 14, 2002
	Signature of Reporting Person Date

** Intentional missstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

NOMATTERWARE INC 5