how do I create a vmx file off an existing vmdk file?

Here you go: http://www.petri.co.il/virtual_vmware_vmx_configuration_files.htm

If you are just trying to create a new VM from an existing VMDK file, then you can just create a new VM in VI Client, then remove the new blank disk, and then attach your VMDK to it instead.

it's not compatible, the only way to create a working VMDK is to use

VMware vCenter Converter Standalone 5.0

See my EE Articles

HOW TO:  P2V, V2V for FREE - VMware vCenter Converter Standalone 5.0

HOW TO: Improve the transfer rate of a Physical to Virtual (P2V), Virtual to Virtual Conversion (V2V) using VMware vCenter Converter Standalone 5.0

Please also note, if the software on your laptop, is OEM, e.g. was supplied with the PC, it will not activate on the virtual guest, and you will need a new retail license.

Original Equipment Manufacturers (OEM) versions

Note: Physical-to-virtual hard drive migration of a Windows installation is a valid function for customers with Software Assurance and full retail copies of Windows XP, Windows Vista, and Windows 7. Software Assurance provides users valuable benefits—please contact Microsoft Corporation for further information. Windows XP, Windows Vista and Windows 7 installed by Original Equipment Manufacturers (OEM) using OEM versions of these products may not be transferred to a virtual hard drive in accordance with Microsoft licensing terms.

Source
http://technet.microsoft.com/en-us/sysinternals/ee656415

https://www.experts-exchange.com/OS/Microsoft_Operating_Systems/Windows/XP/A_3721-Can-I-transfer-my-OEM-version-of-Windows-to-another-PC.html

hanccocka:  when i try to use the converter it requires a sysprep for Xp pro but I only have one for 2003 server and allof the other folders are empty.

You can download Sysprep for Windows XP from Microsoft.

If you need sysprep?

What options are you using to perform the P2V?

1.) ok downloaded Sysprep for Windows XP from Microsoft and now going over instructions
2.) thought I needed sysprep when the dang converter showed a waring signal for it
3.) Source: powered-on machine --> this local machine-->destination: vmware workstation or other vmware virtual machine--> product vmware player --> give name-->select location--> Options: I have uploaded the sysprep.inf to the 'C:\Documents and Settings\All Users\Application Data\VMware\VMware vCenter Converter Standalone\sysprep\xp' location, but the converter says its not there.

nevermind I did not load the sysprep files also to both locations. Stupis is stupid does. tryin gto run it again now. may take 3-4 hours.

for you information, it's not absolutely necessary to use Sysprep to clone a machine!

Only if you intend to use WSUS!

is the laptop software OEM?

originally yes it was OEM, but had to reinstall the OS 2 years back with a separate product key

okay, no problems.

so it completed, BUT I now get:

cannot connect the virtual device serial3 because no corresponding device is available. do you want to try to connect this virtual device every time you power on I click yes
cannot connect the virtual device serial2 because no corresponding device is available. do you want to try to connect this virtual device every time you power on I click yes
cannot connect the virtual device serial1 because no corresponding device is available. do you want to try to connect this virtual device every time you power on I click yes

then it lists about 3 different hardwares that Braodcom network card/SimpleTech Storage (the external drive that the vm was created on) and a sound card, but after booting it goes to blue screen of death then reboots to safe mode.
Would this work better in virtual server 2.0?

I accepted the defaults that it found