FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person*

GILBRECH EARL P.

(Last) (First) (Middle)

8706 MANZANITA DR., SUITE 200

(Street)

SCOTTSDALE ARIZONA 85258

(City) (Province) (Postal Code)

2. Date of Event Requiring Statement (Month/Day/Year)

MARCH 1, 2002

4. Issuer Name and Ticker or Trading Symbol

NOMATTERWARE, INC.

3. I.R.S. Identification Number of Reporting Person, If an entity (Voluntary)

5. Relationship of Reporting Person(s) to Issuer (Check all Applicable)

___X____ Director ___ 10% Owner

Officer ___ Other

(Give Title Below) (Specify Below)

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

7. Individual or Joint/Group Filing (Check Applicable Line)

_X__

Form Filed by One Reporting Person

____

Form Filed by More than One Reporting Person

TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED

1. Title of Security (Instr. 4)

2. Amount of Securities Beneficially Owned (Instr. 4)

3. Ownership form: Direct (D) or Indirect (I) (Instr. 5)

4. Nature of Indirect Beneficial Ownership (Instr. 5)

TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED

(e.g., puts calls warrants options, convertible securities)

1. Title of Derivative Security (Instr. 4)

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

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

4. Conversion or Exercise Price of Derivative Security

5. Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 5)

6. Nature of Indirect Beneficial Ownership (Instr. 5)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reminder: Report on a separate line for each class of securities beneficially

owned directly or indirectly

Explanation of Responses:

*If the form is filed by more than one reporting person, see Instruction 5(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

/s/Earl Gilbrech

**Signature of Reporting Person

March 5, 2002

Date

GILBRECH EARL P 3