-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DpanfZcgt+3+ppwSggvR+/F9R3yMcxtJiadDL+6y92Du3hC6jRXeQpjqNqLX/MFE Q0jaKCVMiyhK7F18+53kEw== 0001116502-08-001049.txt : 20080627 0001116502-08-001049.hdr.sgml : 20080627 20080627144129 ACCESSION NUMBER: 0001116502-08-001049 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080331 FILED AS OF DATE: 20080627 DATE AS OF CHANGE: 20080627 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENXNET INC CENTRAL INDEX KEY: 0001083706 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 731561191 STATE OF INCORPORATION: OK FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30675 FILM NUMBER: 08922227 BUSINESS ADDRESS: STREET 1: 11333 E. PINE ST CITY: TULSA STATE: OK ZIP: 74116 BUSINESS PHONE: 9185920015 MAIL ADDRESS: STREET 1: 11333 E. PINE ST CITY: TULSA STATE: OK ZIP: 74116 FORMER COMPANY: FORMER CONFORMED NAME: EMAJIX COM INC DATE OF NAME CHANGE: 20000516 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN WIRELESS INC DATE OF NAME CHANGE: 20000516 10-K 1 enxnet10k.htm ANNUAL REPORT EnXnet, Inc


 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
x Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934
For the fiscal year ended: March 31, 2008

¨ Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934
For the transition period from ___________ to ____________

Commission File Number 000-30675

ENXNET, INC.

(Exact name of registrant as specified in its charter)

Oklahoma

 

73-1561191

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)


11333 E. Pine Street, Suite 75 - Tulsa, Ok 74116

(Address of principal executive offices & zip code)


(918) 592 - 0015

Registrant's telephone number, including area code:

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. ¨

Indicate by check mark whether the registrant (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. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)

Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨No x  




The aggregate market value of the voting stock held by non-affiliates of the registrant on September 30, 2007 (the last business day of the registrant’s most recently completed second fiscal quarter), by reference to the price at which the voting stock was last sold, or the average bid and asked price of such voting stock, as of September 30, 2007, was $11,386,152.

On June 23, 2008, the issuer had 30,780,226 shares of common outstanding.

Documents incorporated by reference:

None. 

 

 






ENXNET, INC.

FORM 10-KSB

 

INDEX


 

 

PAGE

PART I

 

 

Item 1.

Description of Business.

Item 2.

Description of Property.

Item 3.

Legal Proceedings.

Item 4.

Submission of Matters to a Vote of Security Holders.

 

 

 

PART II

 

 

Item 5.

Market for Common Equity and Related Stockholder Matters.

Item 6.

Selected Financial Data

Item 7.

Management's Discussion and Analysis of Financial Condition

 

 

and Results of Operation

Item 8.

Financial Statements.

11 

Item 9.

Changes In And Disagreements With Accountants On Accounting

 

 

and Financial Disclosure.

11 

Item 9A.

Controls and Procedures.

 

Item 9B.

Other Information

12 

 

 

 

PART III

 

 

Item 10.

Directors, Executive Officers, and Corporate Goverance

13 

Item 11.

Executive Compensation.

14 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.


16 

Item 13.

Certain Relationships and Related Transactions.

17 

Item 14.

Principal Accountant Fees and Services

17 

Item 15.

Exhibits.

18 

Signatures

 

19 



1



PART I

FORWARD LOOKING STATEMENTS

This Report on Form 10-KSB (including the Exhibits hereto) contains certain "forward-looking statements" within the meaning of the of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995, such as statements relating to our financial condition, results of operations, plans, objectives, future performance and business operations. Such statements relate to expectations concerning matters that are not historical fact. Accordingly, statements that are based on management's projections, estimates, assumptions and judgments are forward-looking statements. These forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "plan," "estimate," "approximately," "intend," and other similar words and expressions, or future or con ditional verbs such as "should," "would," "could," and "may." In addition, we may from time to time make such written or oral "forward-looking statements" in future filings (including exhibits thereto) with the Securities and Exchange Commission (the “Commission" or "SEC"), in our reports to stockholders, and in other communications made by or with our approval. These forward-looking statements are based largely on our current expectations, assumptions, plans, estimates, judgments and projections about our business and our industry, and they involve inherent risks and uncertainties. Although we believe that these forward-looking statements are based upon reasonable estimates and assumptions, we can give no assurance that our expectations will in fact occur or that our estimates or assumptions will be correct, and we caution that actual results may differ materially and adversely from those in the forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, contingencies and other factors that could cause our or our industry's actual results, level of activity, performance or achievement to differ materially from those discussed in or implied by any forward-looking statements made by or on behalf of us and could cause our financial condition, results of operations or cash flows to be materially adversely effected. Accordingly, investors and all others are cautioned not to place undue reliance on such forward-looking statements. In evaluating these statements, some of the factors that you should consider include those described below under "Risk Factors" and elsewhere in this Report on Form 10-KSB.

ITEM 1.

BUSINESS.

Overview

EnXnet, Inc. (the "Company") was formed under the laws of the State of Oklahoma on March 30, 1999. It is a business and technology development enterprise engaged in the development, marketing, and licensing of emerging technologies and innovative business strategies and practices, focusing primarily on products, solutions, and services which support and enhance multimedia management.

Products and Services

ThinDisc

The ThinDisc has many applications, a primary and high-volume use is stored value cards combining magnetic stripe and bar code data with optical media, in Compact Disc (CD), Digital Video Disc (DVD) format, or any other optical disc readable products. Including the optical disc readability allows issuers to promote their products with both audio and video messages while providing their customers with added value and convenience when using a stored value card. Stored value cards include, but are not limited to, debit, event tickets, gift, health services, incentive, loyalty, merchandise, payroll, prepaid phone, promotion, room key, or other monetary transaction cards. Stored value cards are one of the most dynamic and fastest growing products in the financial industry. Anyone who makes purchases with a merchant gift card, places phone calls with a prepaid telephone card, or buys goods or services with a prepaid debit card is using a stored value card. The Compa ny has filed for a United States and an international patent covering the technology included in the Thin Disc.

DVDplus

The Company entered into a license on June 2, 2003 with DVDplus International, Inc. to manufacture and market DVDplus in the United States, Canada, and Mexico. DVDplus is a dual sided, hybrid optical disc media that uniquely combines two distinct content storage formats for distribution on a single disc, a DVD (digital versatile disc) on one side and a CD (compact disc) on the other. DVDplus allows content publishers to integrate their visual and audio assets into a single distribution. Utilizing the latest in manufacturing technology, the CD and DVD layers are bonded together to provide a multi-format hybrid disc, which is compatible to all CD, CD-ROM, DVD ROM formats, and is



2



readable and capable of playback in conventional CD and DVD players and personal computers alike. DVDplus allows content publishers to integrate their visual and audio assets into a single distribution, such as releasing a DVD movie and its soundtrack together.

Disc Security Tag

Disc Security Tag, (DSTag), is an invention which utilizes proprietary Electronic Article Surveillance (EAS) tags embedded or adhered to a DVD or CD during the injection mold phase of the manufacturing process. Products, to which this process is applied, provide unique item identification for its customers and clients. With this product, manufacturers are given the opportunity to enhance the integrity of their product while providing added value to their customers (retailers) that are desperate to reduce or stop the enormous losses attributed to employee and retail theft. Additionally, it can give content developers, manufacturers, and distributors the ability to protect their investment by providing an efficient means to authenticate legitimate products over counterfeit products produced by unauthorized manufacturers. On May 23, 2003, the Company filed a patent for DSTag and on May 21, 2004, the Company filed an international patent for DSTag.

EnXcase

EnXcase combines two distinct features for the DVDplus (OneDisc) two-sided (DVD-CD)optical disc media market. The outer styling of the case has the unique feature of a semi-rounded top. The second feature is a theft deterrent ring found within the inner structure of the EnXcase. The Company developed this unique case primarily for use with the DVDplus (OneDisc) two-sided disc format. On October 10, 2003, the Company filed for a United States patent on EnXcase and was awarded the patent on June 19, 2006.

ClearVideo License

In March 2000, the Company acquired exclusive licensing rights, from Iterated Systems, Inc., to compile, use, copy and modify ClearVideo Source Code and to create and manufacture products and services. As part of this acquisition Ryan Corley acquired the rights for using the ClearVideo Source Code for video/audio streaming over the internet of TV type programming and content. Additionally, the license agreement provides that the Company may sublicense any products and services that it creates using the technology under the licensing agreement. The license was acquired for a $250,000 note payable and the issuance of 297,500 shares of common stock, valued at $2,975.

On January 2, 2002, the company entered into an agreement with Ryan Corley, the President and majority stockholder of the Company, whereby the Company acquired his license agreement for video/audio streaming over the internet of TV type programming and content using the ClearVideo Source Code. The Company issued 1,000,000 shares of restricted common stock valued at $100,000 for the license. The licenses are being amortized over 10 years which is the estimated useful life of the patent covering the technology.

ClearVideo Technology

ClearVideo utilizes fractal digitization creating the smallest file possible while virtually duplicating the quality of the original. ClearVideo can reduce video file sizes by approximately 95-99% and virtually duplicates the quality of the original files. ClearVideo enhances how video with synchronized audio files are transmitted over both narrow and broadband lines. ClearVideo works equally well with NTSC, PAL, or SECAM (the three different TV formats used around the world) television as well as the Internet. It can be effectively used worldwide for the compression and transmission of video files for the broadcast industry.

Medical D-Tect-OR

We are partners with BAHF, LLC in a joint effort called Medical D-tect-OR. Medical D-tect-OR has developed a Retained Foreign Object Detection System that uses a hand held wand that is capable of detecting surgical instruments and surgical products such as gauze, laparoscopy sponges, and OR towels manufactured with d-Tect-OR’s ™ detection technology that may have been left in the body during a surgical procedure. Medical D-tect-OR has filed for patent protection.



3



Manufacturing

The Company will not manufacture any of its products. We will outsource any manufacturing needs.

Distribution

The Company has not distributed any of the products created with the use of the Company's technology. The licensees of the Company's product offerings will be responsible for the distribution. The Company plans to match manufacturers with its licensees to facilitate sale efforts.

Marketing

The Company markets ThinDisc and DVDplus, and intends to market Security Tags, EnXcase, and ClearVideo by licensing the technology to individual manufacturers. Manufacturers will promote this product offering to distributors, production companies, and the content creation firms in order to increase their sales.

Patents

The Company has filed for a patent covering ThinDisc. The Company believes that this patent will afford protection under existing patent laws against infringement. There is no assurance, however, that third parties will not attempt to infringe on the ThinDisc patents.

Iterated Systems, Inc., the developer and licensor of ClearVideo software has twenty-four U.S. Patents and fourteen various international patents covering the methods, apparatus and processes used in compressing digital data, fractal encoding of data streams, fractal transformation of data, fractal compression of data, protecting the technology. The Company believes that these patents afford protection under existing patent laws against infringement for a period of time ranging from two years to twelve years. There is no assurance, however, that third parties will not infringe on the ClearVideo patents.

The Company has filed for a patent covering Disc Security Tag (DSTag). The Company believes that this patent will afford protection under existing patent laws against infringement. There is no assurance, however, that third parties will not attempt to infringe on the Disc Security Tag (DSTag) patents.

The Company has received a patent covering EnXcase. The Company believes that this patent will afford protection under existing patent laws against infringement. There is no assurance, however, that third parties will not attempt to infringe on the EnXcase patents.

The Company has filed for a patent covering rights for "acousto-magnetic" Electronic Article Surveillance (EAS) tags. The Company believes that this patent will afford protection under existing patent laws against infringement. There is no assurance, however, that third parties will not attempt to infringe on the "acousto-magnetic" EAS tags patents.

The Company has filed for a patent covering rights for its design for Electronic Radio Frequency Identification Device Activated by Radiant Means (ARFIDTag), Hybrid Acousto-Magnetic Radio Frequency Transceiver Device (HYTag), Electronic Transmission Device for Activation of Electronic Article SurveillanceSystems and Electronic Deactivation Device for RFID Surveillance and Storage for Electronic Article Surveillance (EAS) tags. The Company believes that this patent will afford protection under existing patent laws against infringement. There is no assurance, however, that third parties will not attempt to infringe on the aformentioned patents.

The Company has filed for a patent covering rights for its rights covering its design for a hybrid Electronic Article Surveillance (EAS) device (HyTag). The Company believes that this patent will afford protection under existing patent laws against infringement. There is no assurance, however, that third party will not attempt to infringe on the HyTag tag patents.

Competition

There are numerous companies offering various types of services and products similar to the Company's, some of which have more financial and technical resources than the Company and there can be no assurance that in the future, the Company will be able to compete successfully with our competitors.



4



There are numerous companies offering various types of security tag technologies and services. The Company can offer no assurance that in the future, the Company will be able to compete successfully with other companies providing similar technology and services.

Governmental Regulation

The Company is not aware of any governmental regulations which affect the manufacture, licensing, development or sale of any of its products other than those imposed applicable to technical data included in Export/Import Regulations imposed by the United States government and those controlling regulations and regulations of countries into which any products may be imported.

Company's Office

The Company's offices and technology center are located at 11333 E Pine St, Ste 75, Tulsa, Oklahoma 74116 and its telephone number is (918) 592-0015.

Employees

The Company has four full-time employees and four consultants.

ITEM 1A.

RISK FACTORS.

No Operating History and Limited Revenues.

The Company has no record of profitable operations and there is nothing at this time upon which to base assumptions that the Company's plans will ultimately prove successful. The Company's Independent Certified Public Accountant's report on the Company's

March 31, 2008 and 2007, financial statements contained an explanatory paragraph which expressed substantial doubt about the Company's ability to continue as a going concern due to the Company's recurring losses from operations and working capital deficit.

Lack of Market Research.

The Company has conducted limited research and has not engaged other entities on its behalf to conduct market research to provide management with assurance that market demand exists for the business contemplated by the Company.

Securities are Subject to Penny Stock Rules.

The Company's shares are "penny stocks" consequently they are subject to Securities and Exchange Commission regulations which impose sales practice requirements upon brokers and dealers to make risk disclosures to customers before effecting any transactions therein.

Lack of Key Personnel Insurance.

The Company has not obtained key personnel life insurance on the lives of any of the officers or directors of the Company. The death or unavailability of one or all of the officers or directors of the Company could have a material adverse impact on the operation of the Company.

Uninsured Risks.

The Company may not be insured against all losses or liabilities which may arise from operations, either because such insurance is unavailable or because the Company has elected not to purchase such insurance due to high premium costs or other reasons.

Need for Subsequent Funding.

The Company believes it will need to raise additional funds in order to achieve profitable operations. The Company's continued operations therefore will depend upon the availability of cash flow, if any, from its operations or its ability to raise additional funds through bank borrowings or equity or debt financing. There is no assurance that the Company will be able to obtain additional funding when needed, or that such funding, if available, can be obtained on terms



5



acceptable to the Company. If the Company cannot obtain needed funds, it may be forced to curtail or cease its activities.

Need for Additional Key Personnel.

At the present time, the Company employs four full-time employees. The success of the Company's proposed business will depend, in part, upon the ability to attract and retain qualified employees. The Company believes that it will be able to attract competent employees, but no assurance can be given that the Company will be successful in this regard. If the Company were unable to engage and retain the necessary personnel, its business would be materially and adversely affected.

Reliance upon Directors and Officers.

The Company is wholly dependent, at the present, upon the personal efforts and abilities of its Officers and employees who will exercise control over the day-to-day affairs of the Company, and upon its Directors, most of whom are engaged in other activities, and will devote limited time to the Company's activities. Accordingly, while the Company may solicit business through its Officers, there can be no assurance as to the volume of business, if any, which the Company may succeed in obtaining, nor that its proposed operations will prove to be profitable. As of the date hereof, the Company does not have any commitments regarding its proposed operations and there can be no assurance that any commitments will be forthcoming.

Issuance of Additional Shares.

As of May 22, 2008, approximately 169,219,774 shares of Common Stock or 84.61% of the 200,000,000 authorized shares of Common Stock of the Company remain unissued. The Board of Directors has the power to issue such shares, without shareholder approval. The Company may also issue additional shares of Common Stock pursuant to a plan and agreement of merger with a private corporation. Although the Company presently has no commitments, contracts or intentions to issue any additional shares to other persons, the Company may in the future attempt to issue shares to raise capital, acquire products, equipment or properties, or for other corporate purposes.

Non-Arms' Length Transaction.

The number of shares of Common stock issued to present shareholders of the Company was arbitrarily priced and may not be considered the product of arms' length transactions.

Indemnification of Officers and Directors for Securities Liabilities.

The Articles of Incorporation of the Company provide that the Company may indemnify any Director, Officer, agent and/or employee as to those liabilities and on those terms and conditions as are specified in the Oklahoma Business Corporation Act. Further, the Company may purchase and maintain insurance on behalf of any such persons whether or not the Company would have the power to indemnify such person against the liability insured against. The foregoing could result in substantial expenditures by the Company and prevent any recovery from such Officers, Directors, agents and employees for losses incurred by the Company as a result of their actions. Further, the Company has been advised that in the opinion of the Securities and Exchange Commission, indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.

Competition.

The Company believes that it will have competitors and potential competitors, many of which may have considerably greater financial and other resources than the Company.

Limited Public Market for Securities.

Currently the Company's stock is traded under the symbol "EXNT" on the NASD OTC Bulletin Board, and under the symbol "AOHMDW" on the Frankfurt, Berlin and Stuttgart Stock Exchanges in Germany The stock has traded sporadically and there is no assurance that a trading market will continue to develop in the future, or that it will be sustained. A shareholder of the Company's securities may, therefore, be unable to resell the securities should he/she desire to do so. Furthermore, it is unlikely that a lending institution will accept the Company's securities as pledged collateral for loans unless a regular trading market develops.



6



Cumulative Voting, Preemptive Rights and Control.

There are no preemptive rights in connection with the Company's Common Stock. Cumulative voting in the election of Directors is not provided for. Accordingly, the holders of a majority of the shares of Common Stock, present in person or by proxy, will be able to elect all of the Company's Board of Directors.

No Dividends Anticipated.

At the present time the Company does not anticipate paying dividends, cash or otherwise, on its Common Stock in the foreseeable future. Future dividends will depend on earnings, if any, of the Company, its financial requirements and other factors. Investors who anticipate the need of an immediate income from their investment in the Company's Common Stock should refrain from purchasing the Company's securities.

ITEM 2.

DESCRIPTION OF PROPERTY.

The Company does not own any real property. The Company owns personal property in the form of licenses and office equipment. The Company currently leases its office and technology space in Tulsa, OK for $1,205 per month.

The Company's offices are currently adequate and suitable for its operations. The Company will relocate its offices as the need arises. However, currently the Company has not entered into any negotiations with anyone to relocate its offices.

ITEM 3.

LEGAL PROCEEDINGS.

We may from time to time be a party to various legal actions in the ordinary course of business. The Company was a party to litigation regarding two agreements with plaintiff Erick Hansen, an individual alleging breach of contract, fraud, and breach of fiduciary duty. This litigation has now been dismissed with prejudice in favor of the Company. There can be no assurance that the Company will not be a party to litigation in the future that could have an adverse effect on the Company.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders of the Company during the quarter ended March 31, 2008.



7



PART II

ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Currently the Company's stock is traded under the symbol "EXNT" on the NASD OTC Bulletin Board, and the symbol "AOHMDW" on the Frankfurt, Berlin and Stuttgart Stock Exchanges in Germany. There can be no assurance that an active or regular trading market for the common stock will develop or that, if developed, will be sustained. Various factors, such as operating results, changes in laws, rules or regulations, general market fluctuations, changes in financial estimates by securities analysts and other factors may have a significant impact on the market of the Company securities. The market price for the securities of public companies often experience wide fluctuations that are not necessarily related to the operating performance of such public companies such as high interest rates or impact of overseas markets.

The following table shows the reported high and low closing bid prices per share for our common stock based on information provided by the OTC Bulletin Board. The over-the-counter market quotations set forth for our common stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

 

High

 

Low

 

Period from January 1, 2008 to March 31, 2008

 

$

0.80

 

$

0.40

 

Period from October 1, 2007 to December 31, 2007

 

$

0.82

 

$

0.39

 

Period from July 1, 2007 to September 30, 2007

 

$

0.88

 

$

0.45

 

Period from April 1, 2007 to June 30, 2007

 

$

0.92

 

$

0.42

 

Holders

As of May 22, 2008 there were approximately 120 stockholders of record of the Common Stock, this does not reflect those shares held beneficially or in "street" name.

Dividend Policy

The Company has never declared or paid any cash dividends on its Common Stock, and the Company currently intends to retain any future earnings to fund the development of its business and therefore does not anticipate paying any cash dividends on its Common Stock in the foreseeable future. Future declaration and payment of dividends on its Common Stock, if any, will be determined in light of the then-current conditions, including the Company's earnings, operations, capital requirements, financial conditions, restrictions in financing agreements, and other factors deemed relevant by the Board of Directors.

Recent Sales of Unregistered Securities

The Company received proceeds of $74,500 in the sale of 172,500 shares of its Rule 144 restricted common stock in the month of April 2008.

ITEM 6.

SELECTED FINACIAL DATA.

This item is not applicable because we are a smaller reporting company.

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following plan of operation, discussion of the results of operations and financial conditions should be read in conjunction with the financial statements and related notes appearing in this report.

Overview

EnXnet, Inc. was formed under the laws of the State of Oklahoma on March 30, 1999 as Southern Wireless, Inc. It is a business and technology development enterprise engaged in the development, marketing, and licensing of emerging technologies and innovative business strategies and practices, focusing primarily on products, solutions, and services which support and enhance multimedia management.



8



The Company currently can satisfy its current cash requirements for approximately 30 days and has a plan to raise additional working capital by the sale of shares of the Company common stock to select perspective individuals and from additional borrowings. Additionally, holders of outstanding stock options have been exercising those options which have provided additional working capital for the Company. This plan should provide the additional necessary funds required to enable the Company to continue marketing and developing its products until the Company can generate enough cash flow from sales to sustain its operations.

The Company does not anticipate any significant cash requirements for the purchase of any facilities.

The Company currently has four full-time employees on the payroll. It is anticipated that the Company will not need to hire additional employees in order to expand the marketing and developing of its products. The Company currently has arrangements with marketing affiliate Duplium for our DVDplus product and with One28 Marketing Group and Interactive Affinities for our ThinDisc product. Currently our employees and other outside consultants are used for the further development of our products.

Results of Operations.

Year Ended March 31, 2008 Compared to Year Ended March 31, 2007.

Revenues. During the years ended March 31, 2008 and 2007 our revenues from operations were $17,501 and $14,474. Gross profits from these revenues were $12,201 and $12,707, respectively. Revenues for the year ended March 31, 2008 and 2007 consist of lease revenue on our DVDplus mould and royalty income from the production of DVDplus products.

Operating Expenses. For the years ended March 31, 2008 and 2007, the Company incurred operating expenses of $726,667 and $933,046. The decrease in operating expenses of $206,379 (22%) is attributed to a decrease in consulting expense of $47,862 a decrease in payroll expenses of $90,571 and a decrease in professional services of $66,096.

Consulting expenses for the year ended March 31, 2008 decreased $47,862 from the year ended March 31, 2007. The decrease in consulting expenses is due to a decrease in the valuation of the underlying common stock shares and common stock options issued for consulting services performed. The consulting expenses related to the issuance of common stock and options were $224,986 and $265,016 for the years ended March 31, 2008 and 2007, a decrease of $40,030.

Payroll expenses for the year ended March 31, 2008 decreased $90,571 from the year ended March 31, 2007. The decrease includes a decrease in compensation cost for stock options issued of $113,224 and $144,411 services for the years ended March 31, 2008 and 2007; a decrease of $31,187. Payroll expenses for the year ended March 31, 2007 included a bonus paid to the CEO of $53,825

Professional services expenses for the year ended March 31, 2008 decreased $66,096 from the year ended March 31, 2007. The decrease in professional services relates to legal fees associated with defending against a law suit which was dismissed in favor of the Company in prior years.

During the years ended March 31, 2008 and 2007 we incurred net losses of $766,889 and $977,366 or $(0.025) and $(0.034) per share.

Liquidity and Capital Resources.

From inception through May 22, 2008, the Company has issued 30,780,226 shares of its Common Stock to officers, directors and others. The Company has little operating history and no material assets other than the license agreement for ClearVideo and DVDplus, and the patent for EnXcase and the pending patents for ThinDisc, Disc Security Tag, "acousto-magnetic" EAS tags, ARFIDTag and HyTag. The Company has $27,314 in cash as of March 31, 2008. In April 2008, the Company received $74,500 from the sale of common stock.

The Company has a limited source of revenue from the lease of our DVDplus mould and royalties on DVDplus products and has incurred operating losses since inception. The Company has incurred operating losses each year since its inception and has had a working capital deficit at March 31, 2008 and 2007. At March 31, 2008 and 2007 the working capital deficit was $1,303,775 and $1,156,301, respectively. Current liabilities include notes payable, accrued interest on those notes and advances from the CEO and shareholders in the aggregate amount of $1,193,890 and



9



$1,052,336, respectively. The adjusted working capital deficit without these related party liabilities for March 31, 2008 and 2007 is $109,885 and $103,965, respectively. These factors raise substantial doubt about the Company's ability to continue as a going concern. As a result of these factors, the Company's independent certified public accountants have included an explanatory paragraph in their reports on the Company's March 31, 2008 and 2007 financial statements which expressed substantial doubt about the Company's ability to continue as a going concern.

Contractual Obligations.

At the present time, the Company has no material commitments for capital expenditures. If capital expenditures are required after operations commence, the Company will pay for the same through the sale of common stock; or through loans from third parties. There is no assurance, however, that such financing will be available and in the event such financing is not available, the Company may have to cease operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES.

Management's discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements. These statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

Use of estimates in preparation of financial statements

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, based on historical experience, and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The following critical accounting policies rely upon assumptions, judgments and estimates and were used in the preparation of our consolidated financial statements:

Licenses

The costs associated with acquiring exclusive licensing rights to patented technology have been capitalized and are being charged to expense using the straight line method of amortization over ten years, the estimated remaining useful lives of the patents.

In accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets", management of the Company reviews the carrying value of its intangible assets on a regular basis. Estimated undiscounted future cash flows from the intangible assets are compared with the current carrying value. Reductions to the carrying value are recorded to the extent the net book value of the property exceeds the estimate of future discounted cash flows.

Revenue Recognition

Revenue is generally recognized and earned when all of the following criteria are satisfied: a) persuasive evidence of sales arrangements exists; b) delivery has occurred; c) the sales price is fixed or determinable, and d) collectibility is reasonably assured.

Persuasive evidence of an arrangement is demonstrated via a purchase order from our customers. Delivery occurs when title and all risks of ownership are transferred to the purchaser which generally occurs when the products are shipped to the customer. No right of return exists on sales of products except for defective or damaged products. The sales price to the customer is fixed upon acceptance of purchase order. To assure that collectibility is reasonably assured we perform ongoing credit evaluations of all of our customers.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets as of March 31, 2008 and 2007 for cash equivalents and accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments.



10



Contingent Liability

In accordance with Statement of Financial Accounting Standards Interpretation No. 14, we may have certain contingent liabilities with respect to material existing or potential claims, lawsuits and other proceedings. We accrue liabilities when it is probable that future cost will be incurred and such cost can be measured.

Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 8.

FINANCIAL STATEMENTS

The information for this Item is included beginning on Page F-1 of this Annual Report.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Pattillo, Brown & Hill, LLP is the Company's independent auditor. At no time has there been any disagreement with such accountants regarding any matter of accounting principals or practices, financial statement disclosure, or auditing scope or procedure.

ITEM 9A(T)

CONTROL AND PROCEDURES

(a)

Evaluation of disclosure controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of the end of the period covered by this Annual Report.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be 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, errors, and instances of fraud, if any, have been or will be detected. The inherent limitations include, among other things, the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls and procedures also can be circumvented by the indiv idual acts of some persons, by collusion of two or more people, or by management or employee override of the controls and procedures. The design of any system of controls and procedures 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, controls and procedures may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. If and when management learns that any control or procedure is not being properly implemented, (a) it immediately reviews our controls and procedures to determine whether they are appropriate to accomplish the control objective and, if necessary, modifies and improves our controls and procedures to assure compliance with ou r control objectives, (b) it takes immediate action to cause our controls and procedures to be strictly adhered to, (c) it immediately informs all relevant managers of the requirement to adhere to such controls, as well as all relevant personnel throughout our organization, and (d) it implements in our training program specific emphasis on such controls and procedures to assure compliance with such controls and procedures. The development, modification, improvement, implementation and evaluation of our systems of controls and procedures is a continuous project that requires changes and modifications to them to remedy deficiencies, to improve training, and to improve implementation in order to assure the achievement of our overall control objectives.

Based upon the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer have concluded that, subject to the limitations noted above, our disclosure controls and procedures as of the end of the period covered by this Annual Report were effective to ensure that material information relating to us and



11



our consolidated subsidiaries is made known to them by others within those entities to allow timely decisions regarding required disclosures.

(b)

Management’s Report on Internal Control Over Financial Reporting.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements and the reliability of financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

As of March 31, 2008, our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria provided in the Securities and Exchange Commission’s Interpretive Guidance regarding management’s report on internal control over financial reporting (Release No. 34-55929). Based on such assessment, we believe that, as of March 31, 2008, the Company's internal control over financial reporting is effective.

 

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

Changes in Internal Control Over Financial Reporting

During the period covered by this Annual Report, there have been no changes in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION.

Not applicable.



12



PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE.

Directors and Executive Officers

Set forth below are the names, ages, and positions of each of our and EnviroSystems' executive officers and directors, together with such person's business experience during the past five (5) years.

Name

Age

Position(s)

Ryan Corley

64

President, Chief Executive Officer, Chairman of the Board of Directors

Stephen Hoelscher

49

Chief Financial Officer, Treasurer

Richard W Martel, Jr.

50

Director

Linda Howard

61

Secretary

Ryan Corley - President, CEO, and a member of the Board of Directors.

Mr. Corley has served as president and a member of the Board of Directors of the Company since February 5, 2000. Mr Corley became the Co-Managing member of San Juan Minerals, LLC in April 2006.

In April 2004 Mr. Corley became a co-founder and co-managing member of Castaway Record Company, LLC and OneDisc Distribution Co., LLC. Mr. Corley resigned these positions in October 2004 and became a Member of the Board of Directors of both companies at that time. In January 2005 Mr. Corley resigned from the Board of Directors of Castaway Record Company, LLC and OneDisc Distribution Co., LLC and does not hold any position in these companies. Mr. Corley became a Director of Sure Trace Security Corporation (formerly Cormax Solutions Inc) on 12-30-2002 and resigned that position on February 10, 2004. Mr. Corley received a Bachelor of Science in Business Administration and a Masters in Business administration from the University of Tulsa.

Stephen Hoelscher - Chief Financial Officer and Treasurer

Mr. Hoelscher has been Chief Financial Officer of the Company since May 21, 2004 and has been providing accounting consulting services to the Company since January 2001. Mr. Hoelscher is a Certified Public Accountant and has 28 years of accounting and auditing experience. Prior to joining the Company, Mr. Hoelscher was and continues to be the CFO for Mastodon Ventures, Inc., a financial consulting business in Austin, Texas since June 2000. In January 2006, Mr Hoelscher became a director, secretary and CFO of Anpath Group, Inc, a North Carolina based small publicly traded company. Mr. Hoelscher will continue his work with EnXnet, Mastodon and Anpath and does not anticipate that this will interfere with his work for the Company. Mr. Hoelscher was also the Controller for Aperian, Inc. an Austin, Texas based publicly traded company from 1997 to 2000. Mr. Hoelscher received a Bachelor of Business Administration from West Texas A&M University (formerly West Texas State University) in Canyon, Texas in 1981.

Richard W. Martel Jr. - Member of the Board of Directors

Mr. Martel was elected to the Board of Directors and began serving on October 1, 2006. Since November 1999, Mr. Martel has been the co-founder and President of Gem Depot, Inc which is an ecommerce company that sells and distributes gemstones, gold and jewelry over the internet. Mr. Martel is also the co-founder and Vice-President of Detekt Corporation, a company that provides nondestructive infrared services to diagnose electrical and roofing problems for facilities. Detekt was founded in April 1986. Mr. Martel received his B.S. in Science from Oklahoma State University in Stillwater, Oklahoma in 1981 and a MBA in Telecommunications from St. Edwards University in Austin, Texas in 1998.

Linda Howard - Secretary of the Board of Directors

Ms. Howard has been employed by the Company since July 2001 and has served in the capacity of executive assistant. Prior to coming to the Company she managed Sooner Beauty Supply in Tulsa, OK from May 1998 to June 2001. Ms. Howard has worked with management for Doctor's Hospital; OTASCO; Yellow Freight System; Blue Cross and Blue Shield; and Skelly Oil Company. Ms. Howard attended Tulsa Community College.



13



Election of Officers and Directors

All directors hold office until the next annual meeting of shareholders and until their successors have been elected and qualified. The Company's officers are elected by the Board of Directors after each annual meeting of the Company's shareholders and hold office until their death, or until they resign or have been removed from office.

Compensation of Directors

It is intended that each member of our board of directors who is not also an employee (a “non-employee director”) will receive an annual retainer in shares of our common stock as determined by our board of directors and all directors will be reimbursed for costs and expenses related to attending meetings of the board of directors or committees of the board of directors on which they serve.

Our employee directors will not receive any additional compensation for serving on our board of directors or any committee of our board of directors, and our non-employee directors will not receive any compensation from us for their roles as directors other than the stock option grants described above.

Committees of the Board of Directors

The Board of Directors currently consists of two members and the entire Board acts as the Company’s audit committee. There are no other committees of the Board. The board meets as needed.

Audit Committee and Code of Ethics.

The entire Board serves as the audit committee of the Company. We have not adopted an audit committee charter or made a determination as to whether any of our directors would qualify as an audit committee financial expert. The Company has not yet adopted a code of ethics applicable to its chief executive officer and chief accounting officer, or persons performing those functions, because of the small number of persons involved in management of the Company.

Family Relationships

There are no family relationships among our officers or directors.

Legal Proceedings

 

Based on our inquiries of all of our officers and directors, we are not aware of any pending or threatened legal proceedings involving any of our officers or directors that would be material to an evaluation of our management.

ITEM 11.

EXECUTIVE COMPENSATION.

The following table sets forth certain information concerning all cash and non-cash compensation awarded to, earned by or paid to our Chief Executive Officer and other executive officers whose total compensation exceeded $100,000 for the fiscal years ended March 31, 2008 and 2007.


Summary Compensation Table

Name and Principal Position

 

Year

 

Salary

($)

 

Bonus

($)

 

Stock Awards

($)

Option

 Awards

($)

 


Total

($)

 

Ryan Corley, President and Chief Executive Officer

 

2008

 

48,000

 

-0-

 

-0-

-0-

 

-0-

 

Ryan Corley, President and Chief Executive Officer

 

2007

 

48,000

 

50,000

 

-0-

-0-

 

-0-

 

 (1) There is a stock option plan for the benefit of the Company's officers and directors. There is no pension, or profit sharing plan for the benefit of the Company's officers and directors.

Employment Agreements

We do not have an employment agreement with Mr Corley our CEO.



14



Other Compensation

We may issue to our independent directors stock options and common stock as compensation as determined by the Board of directors.

Stock option Plan

2001 Stock Option Plan

We adopted our 2001 Stock Option Plan on July 24, 2001. The plan provides for the grant of options intended to qualify as “incentive stock options” and options that are not intended to so qualify or “nonstatutory stock options”. The total number of shares of common stock reserved for issuance under the plan is 3,000,000 shares. We have issued 2,295,800 stock options that are outstanding at March 31, 2008.

The plan is administered by our board of directors, which selects the eligible persons to whom options or stock awards shall be granted, determines the number of shares subject to each option or stock award, the exercise price therefore and the periods during which options are exercisable, interprets the provisions of the plan and, subject to certain limitations, may amend the plan. Each option or stock award granted under the plan shall be evidenced by a written agreement between us and the optionee.

Grants may be made to our employees (including officers) and directors and to certain consultants and advisors.

The exercise price for incentive stock options granted under the plan may not be less than the fair market value of the common stock on the date the option is granted. The exercise price for nonstatutory options is determined by the board of directors. Incentive stock options granted under the plan have a maximum term of ten years. Options granted under the plan are not transferable, except by will and the laws of descent and distribution.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

OPTION AWARDS

 

Number of Securities
Underlying Unexercised
Options (#)

Equity Incentive Plan
Awards:
Number of Securities
Underlying

Unexercised Unearned
Options (#)

Option
Exercise
Price
($)

Option
Expiration
Date

Name

Exercisable

Unexercisable

Ryan Corley

700,000

-0-

700,000

$0.52

07/02/2011

Compensation of Directors

DIRECTOR COMPENSATION

Name

Fees
Earned
or Paid
in Cash
($)

Stock
Awards
($)

Option Awards
($)

Non-Equity
Incentive Plan
Compensation
($)

Non-Qualified
Deferred
Compensation
Earnings
($)

All Other
Compensation
($)

Total
($)

Ryan Corley

-

-

-

-

-

-

-

Richard Martel Jr.

-

-

11,475

-

-

-

11,475




15



Securities Authorized for Issuance under Equity Compensation Plans

The following table shows information about securities authorized for issuance under our equity compensation plans as of March 31, 2008:


Plan Category

 

Number of

Securities to

be issued upon

exercise of

outstanding options

(a)

 

Weighted- average exercise price of outstanding

(b)

 

Number of Securities remaining for future issuance under equity compensation plans(excluding securities reflected in column (a))

(c)

Equity compensation plans approved by security holders

 

2,310,800

 

$0.56

 

435,000

Equity compensation plans not approved by security holders

 

-0-

 

$-0-

 

-0-

Total

 

2,310,800

 

$0.56

 

435,000


ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information as of March 31, 2008 regarding the beneficial ownership of our common stock by (i) each person who, to our knowledge, beneficially owns more than 5% of our Common Stock; (ii) each of our directors and named executive officers; and (iii) all of our named executive officers and directors as a group:

Name and address of Beneficial Owner (2)

Amount (1)

Percent

of Class

Directors and Named Executive Officers:

 

 

Ryan Corley (3)

13,261,879

42.28%

Steve Hoelscher (4)

350,090

1.13%

Richard W Martel, Jr. (5)

 40,000

*

Linda Howard (6)

250,000

*

All directors and named executive officers as a group (4 persons)

13,901,969

43.59%

 

 

 

Other 5% or Greater Beneficial Owners

-0-

N/A

* Less than 1%.

(1)

Beneficial ownership is calculated based on 30,670,226 shares of our common stock issued and outstanding. Beneficial ownership is determined in accordance with Rule 13d-3 of the Securities and Exchange Commission. The number of shares beneficially owned by a person includes shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days following the date hereof. The shares issuable pursuant to those options or warrants are deemed outstanding for computing the percentage ownership of the person holding these options and warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the stockholder’s name, subject to community property laws, where applicable.

(2)

The address for the directors and named executive officers is c/o Enxnet, Inc 11333 E Pine St, Suite 75 Tulsa, OK 74116.

(3)

Includes 700,000 shares of common stock issuable upon the exercise of options at an average price of $.52 per share.



16



(4)

Includes 280,000 shares of common stock issuable upon the exercise of options at an average price of $.76 per share.

(5)

Includes 35,000 shares of common stock issuable upon the exercise of options at an average price of $1.02 per share.

(6)

Includes 210,000 shares of common stock issuable upon the exercise of options at an average price of $.86 per share.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Our CEO, Ryan Corley, has made advances to the Company in prior years. During the year ended March 31, 2008 and 2007, the CEO made additional unsecured advances totaling $87,000 and $-0-. During the year ended March 31, 2008 the Company made payments on these advances of $41,116. At March 31, 2008 and 2007, advances from the CEO were $49,879 and $4,005, respectively.

An entity controlled by the CEO made unsecured advances totaling $30,000 during the year ended March 31, 2008. During the year ended March 31, 2008 the Company charged this entity $1,500 for office space use and reduced these advances by that amount. At March 31, 2008, advances from the entity controlled by the CEO were $28,500.

The Company has notes payable to the CEO in the aggregate amount of $638,603 as of March 31, 2008. Accrued interest owed on these notes at March 31, 2008 is $143,337. These notes are convertible into 4,634,020 shares of Rule 144 restricted common stock of the company.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

Our board of directors appointed Pattillo, Brown & Hill, L.L.P. as independent auditors to audit our financial statements for the year ended March 31, 2008 and 2007. The aggregate fees billed by Pattillo, Brown and Hill, L.L.P. for professional services rendered for the audits of our annual financial statements included in this Annual report on Form 10-KSB for the fiscal years ended March 31, 2008 and March 31, 2007 were $20,735 and $21,048, respectively.

Audit Related Fees

For the Company's fiscal year ended March 31, 2008 and 2007, we were not billed for professional services rendered for any audit related fees.

Tax Related Fees

For the Company's fiscal year ended March 31, 2008 and 2007, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountants for the fiscal years ended March 31, 2008 and 2007.



17



ITEM 15.

EXHIBITS.

(a)

Exhibits


Exhibit

 

 

Number

 

Exhibit Description

3.1

 

Articles of Incorporation (1)

3.2

 

First Amendment to Articles of Incorporation (1)

3.3

 

Second Amendment to Articles of Incorporation (1)

3.4

 

Bylaws (1)

10.1

 

Sub-License Agreement with Ryan Corley as Nominee (1)

10.2

 

License agreement for Clear Video (1)

10.3

 

License agreement for Clear Video - addendum (1)

23.1

 

Consent of Independent Registered Public Accounting Firm (2)

31.1

 

Chief Executive Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2)

31.2

 

Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (2)

32.1

 

Chief Executive Officer’s and Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2)


(1)

Filed as an exhibit to Registrant’s Form 10-SB filed on May 22, 2000 and incorporated herein by reference.

(2)

Filed herewith.



18



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

June 26, 2008

Enxnet, Inc.

 

 

 

By: /s/ Ryan Corley

 

Name: Ryan Corley

 

Title: President, Chief Executive Officer and Director (principal executive officer)

 

 

In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 June 26, 2008

/s/ Ryan Corley

 

Ryan Corley, President, Chief Executive Officer and Director (principal executive officer)

 

 

 

 

 

 

 June 26, 2008

/s/ Stephen Hoelscher

 

Stephen Hoelscher, Chief Financial Officer (principal financial and accounting officer)

 

 

 

 

 

 

 June 26, 2008

/s/ Richard W. Martel

 

Richard W. Martel, Director

 

 



19



Pattillo, Brown and Hill, L.L.P.

Certified Public Accountants


Board of Directors and Stockholders

EnXnet, Inc.


INDEPENDENT AUDITORS REPORT


We have audited the accompanying balance sheets of EnXnet, Inc. (the Company), as of March 31, 2008 and 2007, and the related statements of loss, changes in stockholders' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of EnXnet, Inc. as of March 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a working capital deficit and has incurred losses since inception. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

     

/s/ Pattillo, Brown and Hill, L.L.P.


Waco, Texas

June 23, 2008



F-1





ENXNET, INC

BALANCE SHEET

 

 

 

 

March 31,

 

 

 

 

2008

 

 

2007

ASSETS

 

(Audited)

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

27,314 

 

11,393 

 

Accounts receivable

 

1,330 

 

 

14,874 

 

Prepaid expenses

 

22,749 

 

 

1,835 

 

 

TOTAL CURRENT ASSETS

 

51,393 

 

 

28,102 

FIXED ASSETS

 

 

 

 

 

 

Furniture & fixtures

 

6,160 

 

 

6,160 

 

Machinery & equipment

 

74,516 

 

 

74,516 

 

Less accumulated depreciation

 

(58,615)

 

 

(52,291)

 

 

TOTAL FIXED ASSETS

 

22,061 

 

 

28,385 

OTHER ASSETS

 

 

 

 

 

 

Licenses, net

 

 80,506 

 

 

120,758 

 

Investment

 

 - 

 

 

 

Deposits

 

1,137 

 

 

1,137 

 

 

TOTAL OTHER ASSETS

 

81,643 

 

 

121,895 

TOTAL ASSETS

155,097 

 

178,382 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable and accrued expenses

362,868 

 

266,477 

 

Advances from officer - related party

 

78,379 

 

 

4,005 

 

Advances from stockholder

 

31,000 

 

 

31,000 

 

Notes payable

 

244,318 

 

 

244,318 

 

Notes payable - related party

 

638,603 

 

 

638,603 

 

 

TOTAL CURRENT LIABILITIES

 

1,355,168 

 

 

1,184,403 

COMMITMENTS AND CONTINGENCIES

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

Common stock, $0.00005 par value; 200,000,000 shares authorized, 30,670,226 and 30,022,216 shares issued and outstanding

 

1,534 

 

 

1,501 

 

Additional paid-in capital

 

3,836,148 

 

 

3,263,342 

 

Accumulated deficit

 

(4,937,753)

 

 

(4,170,864)

 

Deferred consideration

 

 

 

 

Other comprehensive income

 

(100,000)

 

 

(100,000)

 

 

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

 

(1,200,071)

 

 

(1,006,021)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 155,097 

 

178,382 




The accompanying notes are an integral part of these financial statements.

F-2




ENXNET, INC

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

For the Years Ended

 

March 31,

 

2008

 

 

2007

 

 

 

 

 

 

REVENUES

17,501 

 

14,474 

COST OF SALES

 

5,300 

 

 

1,767 

 

Gross Profit

 

12,201 

 

 

12,707 

EXPENSES

 

 

 

 

 

 

Consulting fees

 

227,956 

 

 

275,818 

 

Depreciation & amortization

 

41,276 

 

 

40,192 

 

Bad debts

 

9,295 

 

 

 

Royalties

 

 

 

5,000 

 

Advertising

 

 

 

100 

 

Payroll

 

271,980 

 

 

362,551 

 

Professional services

 

125,486 

 

 

191,582 

 

Occupancy

 

24,742 

 

 

23,058 

 

Office

 

13,532 

 

 

18,520 

 

Travel

 

11,145 

 

 

15,595 

 

Other

 

1,255 

 

 

630 

 

 

Total Expenses

 

726,667 

 

 

933,046 

LOSS FROM OPERATIONS

 

(715,466)

 

 

(920,339)

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

Interest expense

 

(52,440)

 

 

(57,044)

 

Loss on sale of marketable securities

 

 

 

 

Bad debt recovery

 

 

 

 

Other income

 

17 

 

 

17 

 

 

Total Other Income (Expense)

 

(52,423)

 

 

(57,027)

NET LOSS

 

(766,889)

 

 

(977,366)

OTHER COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

Net unrealizable gain (loss) on:

 

 

 

 

 

 

 

Investments

 

 

 

(25,000)

COMPREHENSIVE LOSS

(766,889)

 

(1,002,366)

BASIC AND DILUTED NET LOSS PER SHARE

(0.025)

 

(0.034)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED

 

30,227,193 

 

 

29,569,425 



The accompanying notes are an integral part of these financial statements.

F-3




ENXNET, INC

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

Other

 

Total

 

 

 Common Stock

 

Paid-in

 

Accumulated

 

Deferred

 

Comprehensive

 

Stockholders'

 

 

Shares

 

Amount

 

Capital

 

(Deficit)

 

Consideration

 

Income

 

Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2006

28,627,893 

 

 

2,506,472 

 

(3,193,498)

 

(40,000)

 

(75,000)

 

(800,595)

Common stock issued for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

150,000 

 

 

 

 

79,993 

 

 

 

 

 

 

 

 

80,000 

 

Services

443,323 

 

 

22 

 

 

273,852 

 

 

 

 

 

 

 

 

273,874 

 

Options exercised

650,000 

 

 

33 

 

 

264,967 

 

 

 

 

 

 

 

 

265,000 

 

Payment of debt

150,000 

 

 

 

 

28,485 

 

 

 

 

 

 

 

 

28,493 

Deferred consideration

 

 

 

 

 

 

 

 

40,000 

 

 

 

 

40,000 

Net loss for the year ended March 31, 2007

 

 

 

 

 

 

(977,366)

 

 

 

 

 

 

(977,366)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

(25,000)

 

 

(25,000)

Balance, March 31, 2007

30,022,216 

 

 

1,501 

 

 

3,263,342 

 

 

(4,170,864)

 

 

 

 

(100,000)

 

 

(1,006,021)

Common stock issued for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

517,000 

 

 

26 

 

 

193,974 

 

 

 

 

 

 

 

 

194,000 

 

Services

236,010 

 

 

12 

 

 

95,603 

 

 

 

 

 

 

 

 

95,615 

Common stock cancelled

(105,000)

 

 

(5)

 

 

 

 

 

 

 

 

 

 

Stock options issued

 

 

 

 

283,224 

 

 

 

 

 

 

 

 

283,224 

Net loss for the year ended March 31, 2008

 

 

 

 

 

 

(766,889)

 

 

 

 

 

 

(766,889)

Balance, March 31, 2008

30,670,226 

 

1,534 

 

3,836,148 

 

(4,937,753)

 

 

(100,000)

 

(1,200,071)



The accompanying notes are an integral part of these financial statements.

F-4




ENXNET, INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

For the Years Ended

 

 

March 31,

 

 

2008

 

2007

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

(766,889)

 

(977,366)

 

Depreciation and amortization

 

46,576 

 

 

43,827 

 

Common stock issued for services

 

95,615 

 

 

273,874 

 

Stock options issued

 

283,224 

 

 

109,573 

 

Deferred consideration

 

 

 

40,000 

 

Adjustments to reconcile net loss to net cash used by operations:

 

 

 

 

 

 

 

Decrease (increase) in accounts receivable

 

13,544 

 

 

(14,874)

 

 

Decrease (increase) in prepaid expenses

 

(20,914)

 

 

(1,190)

 

 

Increase (decrease) in accounts payable & accrued expenses

 

96,391 

 

 

99,040 

Net cash provided (used) by operating activities

 

(252,453)

 

 

(427,116)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

Purchase of equipment

 

 

 

(27,538)

 

 

Proceeds from the sale of marketable securities

 

 

 

Net cash provided (used) in investing activities

 

 

 

(27,538)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

Proceeds from stock options exercise

 

 

 

265,000 

 

 

Proceeds from stock sales

 

194,000 

 

 

80,000 

 

 

Proceeds from note payable

 

 

 

 

 

Proceeds from advances from officer and stockholder

 

117,000 

 

 

 

 

Repayment of advances

 

(42,626)

 

 

Net cash used by financing activities

 

268,374 

 

 

345,000 

NET INCREASE (DECREASE) IN CASH

 

15,921 

 

 

(109,654)

CASH - Beginning of period

 

11,393 

 

 

121,047 

CASH - End of period

27,314 

 

11,393 

SUPPLEMENTAL CASH FLOW DISCLOSURES:

 

 

 

 

 

 

Interest expense

 

 

Income taxes

 

NON-CASH FINANCING AND INVESTING TRANSACTIONS:

 

 

 

 

 

 

Common stock issued for services

95,615 

 

273,874 

 

Common stock issued for payment of debt

 

28,493 

 

Issuance of stock options for services

283,224 

 

109,573 




The accompanying notes are an integral part of these financial statements.

F-5



ENXNET, INC.

NOTES TO FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2008 AND 2007


NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Cash Equivalents

For financial reporting purposes, the Company considers all highly liquid investments with an original maturity of three months or less when purchased to be a cash equivalent. Financial instruments, which potentially subject the Company to a concentration of credit risk, consist of cash and cash equivalents. Cash and cash equivalents consist of funds deposited with various high credit quality financial institutions.

Fixed Assets

Fixed assets are recorded at cost. Depreciation and amortization are provided using the straight-line method over the useful lives of the respective assets, typically 3-10 years. Major additions and betterments are capitalized. Upon retirement or disposal, the cost and related accumulated depreciation or amortization is removed from the accounts and any gain or loss is reflected in operations.

The following table details the Company's equipment:


 

March 31,

 

2008

2007

Equipment

$

74,516

$

74,516

Furniture & fixtures

 

6,160

 

6,160

Accumulated depreciation

 

(58,615)

 

(52,291)

Equipment, net

$

22,061

$

28,385


Depreciation expenses included in operating expenses for the years ended March 31, 2008 and 2007 were $1,024 and $2,545, respectively. Depreciation expense included in cost of goods sold for the years ended March 31, 2008 and 2007 were $5,300 and $1,767.

Advertising

Advertising costs are expensed as incurred.

Licenses

The costs associated with acquiring exclusive licensing rights to patented technology have been capitalized and are being charged to expense using the straight line method of amortization over ten years, the estimated remaining useful lives of the patents.

In accordance with the provisions of Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets", management of the Company reviews the carrying value of its intangible assets on a regular basis. Estimated undiscounted future cash flows from the intangible assets are compared with the current carrying value. Reductions to the carrying value are recorded to the extent the net book value of the property exceeds the estimate of future discounted cash flows.

Revenue Recognition

Revenue is generally recognized and earned when all of the following criteria are satisfied: a) persuasive evidence of sales arrangements exists; b) delivery has occurred; c) the sales price is fixed or determinable, and d) collectibility is reasonably assured.

Persuasive evidence of an arrangement is demonstrated via a purchase order from our customers. Delivery occurs when title and all risks of ownership are transferred to the purchaser which generally occurs when the products are shipped to the customer. No right of return exists on sales of products except for defective or damaged products. The sales price to the customer is fixed upon acceptance of purchase order. To assure that collectibility is reasonably assured we perform ongoing credit evaluations of all of our customers.



F-6




ENXNET, INC.

NOTES TO FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2008 AND 2007


Income Taxes

Income taxes are provided based on the liability method of accounting pursuant to SFAS No. 109, "Accounting for Income Taxes." Under this approach, deferred income taxes are recorded to reflect the tax consequences on future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year end. A valuation allowance is recorded against deferred tax assets as management does not believe the Company has met the "more likely than not" standard imposed by SFAS No. 109 to allow recognition of such an asset.

Accounts Receivable

Accounts receivable are uncollateralized customer obligations due under normal trade terms requiring payment within thirty days from the invoice date or as specified by the invoice and are stated at the amount billed to the customer. Customer account balances with invoices dated over ninety days or ninety days past the due date are considered delinquent.

The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management's best estimate of the amount that will not be collected. Management individually reviews all accounts receivable balances that are considered delinquent and based on an assessment of current credit worthiness, estimates the portion, if any, of the balance that will not be collected. In addition, management periodically evaluates the adequacy of the allowance based on the Company's past experience.

Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets as of March 31, 2008 and 2007 for cash equivalents and accounts payable and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments.

Compensated Absences

Employees of the Company do not earn annual leave or sick leave. There is no compensated absences accrued liability on March 31, 2008 and 2007.

Research and Development Costs

Research and development costs are charged to expense as incurred.

Stock Based Compensation

The Company measures compensation cost for its stock based compensation plans under the provisions of Statement of Financial Accounting Standards No. 123(R), “Accounting for Stock Based Compensations.” This statement supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. This statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123(R) , "Accounting for Stock-Based Compensation" ;, requires companies to include expenses in net income (loss) and earnings (loss) for each issuance of options and warrants. The Company uses the Black-Scholes option valuation model to value its issuance of options and warrants.




F-7




ENXNET, INC.

NOTES TO FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2008 AND 2007


Net Loss Per Share

SFAS No. 128 requires dual presentation of basic EPS and diluted EPS on the face of all income statements for all entities with complex capital structures. Basic EPS is computed as net income divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants and other convertible securities.

New Accounting Pronouncements

SFAS 159

In February, 2007, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115” (hereinafter SFAS No. 159”). This statement permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Board’s long-term measurement objectives for accounting for financial instruments. This statement is effective as of the beginning of an entity’s first fiscal year that begins aft er November 15, 2007, although earlier adoption is permitted. Management has not determined the effect that adopting this statement would have on the Company’s financial condition or results of operation.

SFAS 160

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160 ("SFAS 160"), Noncontrolling interests in Consolidated Financial Statements, which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years.


SFAS No. 141(R)

In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141R ("SFAS 141R"), Business Combinations, which establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree, goodwill acquired in the business combination, or a gain from a bargain purchase. SFAS 141R is effective for financial statements issued for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

SFAS No 161

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (SFAS 161), Disclosures about Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133, which requires enhanced disclosures about an entity's derivative and hedging activities and improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. Management has not determined the effect that adopting this statement would have on the Company’s financial condition or results of operation.

Reclassifications

Certain amounts have been reclassified from the prior financial statements for comparative purposes.

NOTE 2 – GOING CONCERN

The Company has a working capital deficit and has incurred losses since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.



F-8




ENXNET, INC.

NOTES TO FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2008 AND 2007


Management of the Company has undertaken certain actions to address these conditions. Management is currently in negotiations with potential customers and with marketing representatives to establish a more developed product channel. Funds required to carry out management's plans are expected to be derived from future stock sales and borrowings from outside parties. There can be no assurances that the Company will be successful in executing its plans.

NOTE 3 - INVESTMENT

On July 14, 2004, the Company announced that it has acquired a ten percent (10.0%) equity interest in Castaway Record Company, LLC. and a ten percent (10.0%) equity interest in OneDisc Distribution Co., LLC. The Company acquired the equity interest for cash paid of $50,000 for each interest. The CEO of the Company owns a 40% equity interest in Castaway Record Company, LLC. and a 40% equity interest in OneDisc Distribution Co., LLC. Castaway and OneDisc have raised additional capital through the sale of additional equity interest. This has reduced the Company’s equity interest to eight percent (8%) for each company. The investments are stated at approximate fair value at March 31, 2008 and 2007. During the years ended March 31, 2007 the Company determined that the equity interest was impaired by 100% and reduced the carrying value by $100,000 in aggregate for the equity interest thus reducing the carrying value to $-0- for eac h equity investment.

NOTE 4 - LICENSES

In March 2000, the Company acquired exclusive licensing rights, from Iterated Systems, Inc., to compile, use, copy and modify ClearVideo Source Code and to create and manufacture products and services. As part of this acquisition Ryan Corley acquired the rights for using the ClearVideo Source Code for video/audio streaming over the internet of TV type programming and content. Additionally, the license agreement provides that the Company may sublicense any products and services that it creates using the technology under the licensing agreement. The license was acquired for a $250,000 note payable and the issuance of 297,500 shares of common stock, valued at $2,975. In addition during 2004, the Company issued 74,000 shares valued at $14,800 under an anti-dilution clause in the license agreement.

On January 2, 2002, the Company entered into an agreement with Ryan Corley, the President and majority stockholder of the Company, whereby the Company acquired his license agreement for video/audio streaming over the internet of TV type programming and content using the ClearVideo Source Code. The Company issued 1,000,000 shares of restricted common stock valued at $100,000 for the license.

The licenses are being amortized over 10 years which is the estimated useful life of the patent covering the technology. Amortization expense for the years ended March 31, 2008 and 2007 was $40,252 and $37,647 and at March 31, 2008 and 2007 accumulated amortization was $287,269 and $247,017.

 

Amortization expense for the next two years is as follows:

 

March 31,

 

 

 

2009

$

40,253

 

2010

 

40,253

 

Total

$

80,506

 

 

 

 


NOTE 5 – INCOME TAXES

At March 31, 2008 and 2007, the Company had net deferred tax assets of approximately $1,679,000 and $1,415,000 principally arising from net operating loss carry forwards for income tax purposes. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the net deferred tax asset, a valuation allowance equal to the net deferred tax asset has been established at March 31, 2008 and 2007. At March 31, 2008, the Company has net operating loss carry forwards totaling approximately $4,938,000 which will begin to expire in the year 2015.



F-9




ENXNET, INC.

NOTES TO FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2008 AND 2007


NOTE 6 – NOTES PAYABLE

Notes payable-related party consists of the following:

March 31,

 

2008

 

2007

8% convertible note payable to Ryan Corley, President of the Company, due November 15, 2003, Convertible into a maximum of 1,100,000 common shares

110,000 

 

$

110,000 

6% convertible note payable to Ryan Corley, President of the Company, due on demand, convertible into a maximum of 3,524,020 common shares

 

528,603 

 

 

528,603 

Total notes payable-related party

638,603 

 

$

638,603 

 

 

 

 

 

 

Notes payable consist of the following:

 

 

 

 

 

 

 

 

 

 

 

6% convertible notes payable to a stockholder, due on demand, convertible into a maximum of 462,120 common shares (see Note 13.)

69,318 

 

$

69,318 

4% convertible notes payable to a stockholder, due on demand, convertible into a maximum of 350,000 common shares

 

175,000 

 

 

175,000 

Total notes payable

244,318 

 

$

270,942 


NOTE 7 – ADVANCES FROM OFFICER AND STOCKHOLDER

At March 31, 2008 and 2007, advances from a stockholder were $31,000 and $31,000, respectively.

During the year ended March 31, 2008 and 2007, the CEO made additional unsecured advances totaling $87,000 and $-0-. During the year ended March 31, 2008 the Company made payments on these advances of $41,136. At March 31, 2008 and 2007, advances from the CEO were $49,879 and $4,005, respectively.

An entity controlled by the CEO made unsecured advances totaling $30,000 during the year ended March 31, 2008. During the year ended March 31, 2008 the Company charged this entity $1,500 for office space use and reduced these advances by that amount. At March 31, 2008 , advances from the entity controlled by the CEO were $28,500.

NOTE 8 - COMMON STOCK TRANSACTIONS

During the years ended March 31, 2008 and 2007, the Company issued 236,010 and 443,323 shares of Rule 144 restricted common stock for services in the amount of $95,615 and $273,874.

During the years ended March 31, 2008 and 2007, the Company issued 517,000 and 150,000 shares of Rule 144 restricted common stock in exchange for cash in the amount of $194,000 and $80,000.

During the years ended March 31, 2008 and 2007, stock option holders exercised -0- and 650,000 options and the Company issued -0- and 650,000 shares of common stock in exchange for $-0- and $265,000.

During the years ended March 31, 2007 the Company issued 150,000 shares of Rule 144 restricted common stock in exchange for debt in the amount of $28,493.

During the year ended March 31, 2008 the Company cancelled 105,000 shares of restricted common stock in settlement of a dispute between the Company and a consultant. The Company had originally issued the Rule 144 restricted common stock in August 2005 for services to be rendered.

NOTE 9 – STOCK OPTIONS

On July 24, 2001, the Company filed with the SEC Form S-8, for its 2002 Stock Option Plan, (the Plan). An aggregate amount of common stock that may be awarded and purchased under the Plan is 3,000,000 shares of the Company's common stock. Under the Plan during the years ended March 31, 2008 and 2007, the Company granted 100,000 and 100,000 stock options to employees and members of the Board of Directors.



F-10




ENXNET, INC.

NOTES TO FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2008 AND 2007


The Company also issues stock options to consultants to purchase Rule 144 restricted common stock which is not issued under the Plan. During the years ended March 31, 2008 and 2007, the Company granted -0- and 250,000 Options to consultants to purchase common stock with exercise prices of $1.00 per share which was equal to or higher than the market price at the date of the grant. Compensation was required to be recorded for options granted to the consultants using the Black-Scholes option-pricing model for the years ended March 31, 2008 and 2007 in the amounts of $-0- and $-0-.

Options granted prior to December 15, 2005 were accounted for under SFAS No. 123 which requires the Company to provide pro-forma information regarding net income (loss) applicable to common stockholders and income (loss) per share as if compensation cost for the Company's options granted to employees had been determined in accordance with the fair value based method prescribed in that statement.

The Company estimated the fair value of each stock option for employees at the grant date by using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants as follows:

Dividends yield

0%

Expected volatility

4.58%

Risk-free interest rate

2.0%

Expected life

3.65 years

For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period.

Stock options to non-employees have been accounted for at the fair value of the options at the grant date as determined using the Black-Scholes option-pricing model.

Option valuation models incorporate highly subjective assumptions. Because changes in the subjective assumptions can materially affect the fair value estimate, the existing models do not necessarily provide a reliable single measure of the fair value of the Company's employee stock options. Because the determination of fair value of all employee stock options granted after such time as the Company becomes a public entity will include an expected volatility factor and because, for pro forma disclosure purposes, the estimated fair value of the Company's employee stock options is treated as if amortized to expense over the options' vesting period, the effects of applying SFAS No 123 for pro forma disclosures are not necessarily indicative of future amounts.

 

Options granted after December 15, 2005 were valued using the fair value method as prescribed by SFAS No 123(R), resulting in a total value associated with those options of $529,402. Pursuant to SFAS 123(R), this amount will be accrued to compensation expense over the expected service term as vested. The accrued compensation expense related to these options for the year ended March 31, 2008 and 2007 is $283,224 and $109,573 and has been expensed in the year ended March 31, 2008 and 2007 pursuant to the application of SFAS 123(R), and credited to additional paid-in capital.

A summary of the status of the Company's stock options as of March 31, 2008 and 2007 is presented below:


 

March 31,

 

 

2008

 

 

2007

Options outstanding at beginning of year

 

2,560,800 

 

 

3,990,800 

Options granted

 

100,000 

 

 

350,000 

Options exercised

 

-

 

 

(650,000)

Options canceled

 

(350,000)

 

 

(1,130,000)

Options outstanding at end of year

 

2,310,800 

 

 

2,460,800 




F-11




ENXNET, INC.

NOTES TO FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2008 AND 2007



The following table summarizes the information about the stock options as of March 31, 2008:


Range of Exercise Price

Number Outstanding at March 31

Weighted Average Remaining Contractual Life Years

Weighted Average Exercise Price (Total shares)

Number Exercisable at March 31

Weighted Average Exercise Price (Exercisable shares)

$.10 - .50 

605,800 

2.48 

$ .40 

 605,800 

$ .40 

.50 

795,000 

2.64 

.50 

795,000 

.50 

.50 - .90 

45,000 

2.64 

.77 

45,000 

.77 

.55 - .66 

330,000 

3.17 

.62 

330,000 

.62 

.43 

200,000 

3.25 

.43 

200,000 

.43 

1.31-1.55 

135,000 

3.31 

1.52 

120,000 

1.52 

.80 

100,000 

3.31 

.80 

50,000 

.51

100,000 

3.31 

1.00 

$ .10 – 1.55 

2,310,800 

2.82 

$ .56 

2,160,800 

$ .55 


The following table summarizes the information about the stock options as of March 31, 2007:


Range of Exercise Price

Number Outstanding at March 31

Weighted Average Remaining Contractual Life Years

Weighted Average Exercise Price (Total shares)

Number Exercisable at March 31

Weighted Average Exercise Price (Exercisable shares)

$.10 - .50 

605,800 

3.49 

$ .40 

 605,800 

$ .40 

.50 

795,000 

3.64 

.50 

795,000 

.50 

.50 - .90 

45,000 

3.64 

.77 

45,000 

.77 

.40 - .66 

430,000 

3.19 

.57 

430,000 

.57 

.43 

200,000 

4.26 

.43 

200,000 

.43 

1.31-1.55 

135,000 

4.32 

1.52 

135,000 

1.52 

.80 

100,000 

4.32 

.80 

1.00

250,000 

1.00 

1.00 

100,000 

1.00 

$ .10 – 1.55 

2,560,800 

3.38 

$ .60 

2,460,800 

$ .59 


Note 10 – EARNINGS PER SHARE

Basic income or loss per common share is computed based on the weighted average number of common shares outstanding during each period. For the years ended March 31, 2008 and 2007, potentially dilutive securities have not been included in the diluted loss per common share calculation as they would have been anti-dilutive.

NOTE 11 - OTHER COMPREHENSIVE INCOME

 

 

March 31,

 

 

2008

 

2007

Holding gain (loss) during period

     

$

-

     

$

-

Reclassification adjustment for sale of securities

 

 

-

 

 

-

Impairment of equity investment

 

 

-

 

 

(25,000)

 

 

$

-

 

$

(25,000)




F-12




ENXNET, INC.

NOTES TO FINANCIAL STATEMENTS

THE YEARS ENDED MARCH 31, 2008 AND 2007



Note 12 - COMMITMENTS AND CONTINGENCIES

We may from time to time be a party to various legal actions in the ordinary course of business. The Company was a party to litigation regarding two agreements with plaintiff Erick Hansen, an individual alleging breach of contract, fraud, and breach of fiduciary duty. This litigation has now been dismissed with prejudice in favor of the Company. There can be no assurance that the Company will not be a party to litigation in the future that could have an adverse effect on the Company.

Note 13 - SUBSEQUENT EVENTS

On June 10, 2008, the Company received notice from a holder of a note payable in the amount of $69,318, that the note plus accrued interest on the note in the amount of $12,249 were being redeemed for the Company’s common stock in accordance with terms of the note payable effective June 10, 2008. The Company issued 543,782 shares of Rule 144 restricted common stock valued at approximately $0.15 per share in the redemption.



F-13



EX-23.1 2 exhibit23.htm Exhibit 23

Exhibit 23.1


CONSENT OF INDPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Annual Report on Form 10-KSB of ExXnet, Inc. for the year ended March 31, 2008, of our report dated June 24, 2008, relating to the financial statements and financial statement schedules for the two years ended March 31, 2008, listed in the accompanying index.



 

/s/ Pattillo, Brown and Hill, L.L.P.

Waco, Texas

June 24, 2008






EX-31.1 3 exhibits311.htm Exhibits 31.1 - 31.2 and 32.1 to 10-QSB 6/30/07  (AR2231.DOC;1)

Exhibit 31.1


Certification of Chief Executive Officer


I, Ryan Corley, President, Chief Executive Officer and Director of EnXnet, Inc., certify that:


1. I have reviewed this annual Report on Form 10-K of EnXnet, Inc.;


2. Based on my knowledge, this 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 report;


3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;


4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;


(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


 

 

 

Date: June 26, 2008

By:  

/s/ Ryan Corley

 

 

Ryan Corley

Chief Executive Officer

(Principal Executive Officer) 

 

 




EX-31.2 4 exhibits312.htm Exhibits 31.1 - 31.2 and 32.1 to 10-QSB 6/30/07  (AR2231.DOC;1)

Exhibit 31.2


Certification of Chief Financial Officer


I, Stephen Hoelscher, Chief Financial Officer of EnXnet, Inc., certify that:


1. I have reviewed this annual Report on Form 10-K of EnXnet, Inc.;


2. Based on my knowledge, this 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 report;


3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;


4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;


(b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and



5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


 

 

 

Date: June 26, 2008

By:  

/s/ Stephen Hoelscher

 

 

Stephen Hoelscher

Chief Financial Officer

(Principal Financial Officer)




EX-32.1 5 exhibits321.htm Exhibits 31.1 - 31.2 and 32.1 to 10-QSB 6/30/07  (AR2231.DOC;1)

Exhibit 32.1


SECTION 1350 CERTIFICATION


In connection with the Annual Report of EnXnet, Inc. (the “Company”) on Form 10-K for the period ended March 31, 2008 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned Ryan Corley, Chief Executive Officer of the Company and Stephen Hoelscher, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge that:


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


(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.


 

 

 

Date: June 26, 2008

By:  

/s/ Ryan Corley

 

Name:

Title:

Ryan Corley

Chief Executive Officer

(Principal Executive Officer) 


 

 

 

Date: June 26, 2008

By:  

/s/ Stephen Hoelscher

 

Name:

Title:

Stephen Hoelscher

Chief Financial Officer

(Principal Financial Officer)


A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


 



-----END PRIVACY-ENHANCED MESSAGE-----