10QSB 1 filing_327.htm PERIOD ENDED SEPTEMBER 30, 2006


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-QSB


(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006


OR

[ ] 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.

(Name of small business issuer 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:



 

(Former Name or Former Address, if Changed Since Last Report)


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

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


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. [_] Yes [X] No


State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of November 14, 2006, there were 29,901,198 shares of Common Stock, $0.00005 par value, of the issuer outstanding.


Transitional Small Business Disclosure Format (Check one): [_] Yes [X] No



1



Table of Contents


 

 

Part I. FINANCIAL INFORMATION

 

 

 

Item I. Financial Statements

 

 

 

Balance Sheets September 30, 2006 and March 31, 2006                                   

3

 

 

Statements of Loss For the three and six months ended September 30, 2006 and 2005

4

 

 

Statements of Changes in Stockholders Equity (deficit)

5

 

 

Statements of Cash Flows For the six months ended September 30, 2006 and 2005

6

 

 

Summary of Accounting Policies

7

 

 

Notes to Financial Statements

9

 

 

Item 2. Managements Discussion and Analysis or Plan of Operation

15

 

 

Item 3. Controls and Procedures

17

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1. Legal Proceedings

17

 

 

Item 2. Changes in Securities

17

 

 

Item 3. Defaults Upon Senior Securities

17

 

 

Item 4. Submission of Matters to a Vote to Security Holders

17

 

 

Item 5. Other Information

17

 

 

Item 6. Exhibits and Reports on Form 8-K

17

 

 

SIGNATURES

 

 

 

Exhibit 31.1 - Certification of financial statements Chief Executive Officer & Chief Financial Officer

 

 

 

Exhibit 31.2  - Certification of financial statements Chief Financial Officer

 

 

 

Exhibit 32.1  - Certification pursuant to 18 U. S. C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002

 








2



PART I


ITEM 1. Financial Statements


ENXNET, INC

BALANCE SHEETS

 

 

 

 

September 30,

 

 

March 31,

 

 

 

 

2006

 

 

2006

ASSETS

 

 (Unaudited)

 

 

 (Audited)

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

$ 

             138,223 

 

$ 

             121,047 

 

Accounts receivable

 

                        - 

 

 

                      - 

 

Prepaid expenses

 

                 1,293 

 

 

                    645 

 

 

TOTAL CURRENT ASSETS

 

             139,516 

 

 

             121,692 

FIXED ASSETS

 

 

 

 

 

 

Furniture & fixtures

 

                 6,160 

 

 

                 6,160 

 

Machinery & equipment

 

               78,014 

 

 

               46,978 

 

Less accumulated depreciation

 

             (49,916)

 

 

             (49,480)

 

 

TOTAL FIXED ASSETS

 

               34,258 

 

 

                 3,658 

OTHER ASSETS

 

 

 

 

 

 

Licenses, net

 

             140,331 

 

 

             159,905 

 

Investment

 

               25,000 

 

 

               25,000 

 

Deposits

 

                 1,137 

 

 

                 1,137 

 

 

TOTAL OTHER ASSETS

 

             166,468 

 

 

             186,042 

TOTAL ASSETS

$ 

             340,242 

 

$ 

             311,392 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable and accrued expenses

$ 

             234,192 

 

 $ 

             167,437 

 

Advances from officer - related party

 

                    180 

 

 

                 4,005 

 

Advances from stockholder

 

               31,000 

 

 

               31,000 

 

Notes payable

 

             244,318 

 

 

             270,942 

 

Notes payable - related party

 

             638,603 

 

 

             638,603 

 

 

TOTAL CURRENT LIABILITIES

 

          1,148,293 

 

 

          1,111,987 

COMMITMENTS AND CONTINGENCIES

 

                        - 

 

 

                        - 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

Common stock, $0.00005 par value; 200,000,000 shares authorized,

 

 

 

 

 

 

 

29,901,198 and 28,627,893 shares issued and outstanding

 

                 1,495 

 

 

                 1,431 

 

Additional paid-in capital

 

          3,120,582 

 

 

          2,506,472 

 

Accumulated deficit

 

        (3,729,128)

 

 

        (3,193,498)

 

Deferred consideration

 

           (126,000)

 

 

             (40,000)

 

Other comprehensive income

 

             (75,000)

 

 

             (75,000)

 

 

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

 

           (808,051)

 

 

           (800,595)

TOTAL LIABILITIES AND

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

$ 

             340,242 

 

$ 

             311,392 


See accompanying summary of accounting policies and notes to condensed financial statements



3




ENXNET, INC

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Three Months Ended

 Six Months Ended

 

 

 

 

September 30,

 

September 30,

 

 

 

 

 

2006

 

 

2005

 

 

2006

 

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$ 

                          - 

 

$ 

                        - 

 

$ 

                          - 

 

$ 

                  1,790 

COST OF SALES

 

 

                          - 

 

 

                          - 

 

 

                          - 

 

 

                     750 

 

Gross Profit

 

 

                          - 

 

 

                          - 

 

 

                          - 

 

 

                  1,040 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

 

 

                86,568 

 

 

                12,837 

 

 

              134,411 

 

 

                30,382 

 

Depreciation & amortization

 

 

                10,006 

 

 

                10,115 

 

 

                20,010 

 

 

                20,230 

 

Royalties

 

 

                          - 

 

 

                          - 

 

 

                  5,000 

 

 

                     570 

 

Advertising

 

 

                          - 

 

 

                          - 

 

 

                     100 

 

 

                          - 

 

Payroll

 

 

              136,841 

 

 

                32,616 

 

 

              204,284 

 

 

                76,838 

 

Professional services

 

 

                90,616 

 

 

                27,973 

 

 

              111,391 

 

 

                54,548 

 

Occupancy

 

 

                  5,831 

 

 

                  6,761 

 

 

                11,442 

 

 

                13,889 

 

Office

 

 

                  5,931 

 

 

                  2,670 

 

 

                10,680 

 

 

                  7,802 

 

Travel

 

 

                  4,134 

 

 

                  1,798 

 

 

                  8,423 

 

 

                  3,357 

 

Other

 

 

                       99 

 

 

                     190 

 

 

                     365 

 

 

                     310 

 

 

Total Expenses

 

 

              340,026 

 

 

                94,960 

 

 

              506,106 

 

 

              207,926 

LOSS FROM OPERATIONS

 

 

            (340,026)

 

 

              (94,960)

 

 

            (506,106)

 

 

            (206,886)

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

              (14,530)

 

 

              (16,112)

 

 

              (29,532)

 

 

              (29,826)

 

Loss on sale of marketable securities

 

 

                          - 

 

 

                (8,076)

 

 

                          - 

 

 

                (9,619)

 

Bad debt recovery

 

 

                          - 

 

 

                  3,466 

 

 

                          - 

 

 

                  3,466 

 

Interest income

 

 

                         4 

 

 

                         2 

 

 

                         8 

 

 

                         4 

 

 

Total Other Income (Expense)

 

 

              (14,526)

 

 

              (20,720)

 

 

              (29,524)

 

 

              (35,975)

NET LOSS

 

 

            (354,552)

 

 

            (115,680)

 

 

            (535,630)

 

 

            (242,861)

OTHER COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealizable gain (loss) on:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments

 

 

                          - 

 

 

              (50,000)

 

 

                          - 

 

 

              (50,000)

 

 

Marketable securities

 

 

                          - 

 

 

                  2,919 

 

 

                          - 

 

 

                (4,039)

COMPREHENSIVE LOSS

 

$ 

            (354,552)

 

$ 

            (162,761)

 

$ 

            (535,630)

 

$ 

            (296,900)

BASIC AND DILUTED NET LOSS PER SHARE

 

$ 

                (0.012)

 

$ 

                (0.005)

 

$ 

                (0.019)

 

$ 

                (0.009)

WEIGHTED AVERAGE NUMBER OF

 

 

 

 

 

 

 

 

 

 

 

 

 

COMMON SHARES OUTSTANDING,

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED

 

 

         28,925,434 

 

 

         25,970,012 

 

 

         28,925,434 

 

 

         25,970,012 



See accompanying summary of accounting policies and notes to condensed financial statements



4




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, 2005

 

 

 

             25,058,043 

 

 $ 

                  1,253 

 

 $ 

           1,714,689 

 

 $ 

            (2,523,174)

 

 $ 

                          - 

 

 $ 

                 (5,673)

 

 

                   (812,905)

Common stock issued for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

 

                  200,000 

 

 

                       10 

 

 

                49,990 

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

                      50,000 

 

Services

 

 

 

               1,564,850 

 

 

                       78 

 

 

              242,243 

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

                    242,321 

 

Options exercised

 

 

 

                  705,000 

 

 

                       35 

 

 

              178,265 

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

                    178,300 

 

Payment of debt

 

 

 

               1,100,000 

 

 

                       55 

 

 

              321,285 

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

                    321,340 

Deferred consideration

 

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

                             - 

 

 

               (40,000)

 

 

                          - 

 

 

                     (40,000)

Net loss for the year ended March 31, 2006

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

               (670,324)

 

 

                          - 

 

 

                          - 

 

 

                   (670,324)

Other comprehensive income

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

                             - 

 

 

                          - 

 

 

               (69,327)

 

 

                     (69,327)

Balance, March 31, 2006

 

 

 

             28,627,893 

 

 

                  1,431 

 

 

           2,506,472 

 

 

            (3,193,498)

 

 

               (40,000)

 

 

               (75,000)

 

 

                   (800,595)

Common stock issued for:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

 

                    50,000 

 

 

                         2 

 

 

                29,998 

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

                      30,000 

 

Services

 

 

 

                  423,305 

 

 

                       21 

 

 

              220,986 

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

                    221,007 

 

Options exercised

 

 

 

                  650,000 

 

 

                       33 

 

 

              264,967 

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

                    265,000 

 

Payment of debt

 

 

 

                  150,000 

 

 

                         8 

 

 

                28,485 

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

                      28,493 

Stock options issued

 

 

 

                             - 

 

 

                          - 

 

 

                69,674 

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

                      69,674 

Deferred consideration

 

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

                             - 

 

 

               (86,000)

 

 

                          - 

 

 

                     (86,000)

Net loss for the six months ended September 30, 2006

 

 

                             - 

 

 

                          - 

 

 

                          - 

 

 

               (535,630)

 

 

                          - 

 

 

                          - 

 

 

                   (535,630)

Balance, September 30, 2006

 

 

             29,901,198 

 

 $ 

                  1,495 

 

 $ 

           3,120,582 

 

 $ 

            (3,729,128)

 

 $ 

             (126,000)

 

 $ 

               (75,000)

 

 $ 

                   (808,051)


See accompanying summary of accounting policies and notes to condensed financial statements



5



ENXNET, INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

 

 

 

 

2006

 

 

2005

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

$ 

      (535,630)

 

$ 

      (242,861)

 

Depreciation and amortization

 

 

 

 

 

         21,879 

 

 

         22,722 

 

Loss on sale of marketable securities

 

 

 

 

                  - 

 

 

           9,619 

 

Common stock issued for services

 

 

 

 

        261,007 

 

 

         51,595 

 

Stock options issued

 

 

 

 

 

         69,674 

 

 

                  - 

 

Deferred consideration

 

 

 

 

 

      (126,000)

 

 

                  - 

 

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

 

used by operations:

 

 

 

 

 

 

 

 

 

 

 

Decrease (increase) in accounts receivable

 

 

                  - 

 

 

         18,218 

 

 

Decrease (increase) in prepaid expenses

 

 

 

            (648)

 

 

           1,527 

 

 

Increase (decrease)  in accounts payable & accrued expenses

 

         66,755 

 

 

         41,813 

Net cash provided (used) by operating activities

 

 

 

      (242,963)

 

 

        (97,367)

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of equipment

 

 

 

 

 

        (31,036)

 

 

                  - 

 

 

Proceeds from the sale of marketable securities

 

 

                  - 

 

 

         29,960 

Net cash provided (used) in investing activities

 

 

 

        (31,036)

 

 

         29,960 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from stock options exercise

 

 

 

 

        265,000 

 

 

                  - 

 

 

Proceeds from stock sales

 

 

 

 

 

         30,000 

 

 

                  - 

 

 

Proceeds from advances from officer and stockholder

 

 

                  - 

 

 

         72,500 

 

 

Repayment of advances

 

 

 

 

 

          (3,825)

 

 

          (6,600)

Net cash used by financing activities

 

 

 

 

        291,175 

 

 

         65,900 

NET INCREASE (DECREASE) IN CASH

 

 

 

 

         17,176 

 

 

          (1,507)

CASH - Beginning of period

 

 

 

 

 

        121,047 

 

 

           6,345 

CASH - End of period

 

 

 

 

$ 

        138,223 

 

$ 

           4,838 

SUPPLEMENTAL CASH FLOW DISCLOSURES:

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

$ 

                  - 

 

$ 

                  - 

 

Income taxes

 

 

 

 

 

$ 

                  - 

 

$ 

                  - 

NON-CASH FINANCING AND INVESTING TRANSACTIONS:

 

 

 

 

 

 

Common stock issued for services

 

 

 

$ 

        261,007 

 

$ 

         51,595 

 

Issuance of stock for advance to shareholder

 

 

$ 

                  - 

 

$ 

        271,340 

 

Conversion of accrued interest to note payable

 

$ 

                  - 

 

$ 

         74,152 

 

Common stock issued for payment of debt

 

$ 

28,493 

 

$ 

- 



See accompanying summary of accounting policies and notes to condensed financial statement



6


EnXnet, Inc.
SUMMARY OF ACCOUNTING POLICIES

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-QSB and Items 303 and 310(b) of Regulation S-B.

Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  Operating results for the six months ended September 30, 2006, are not necessarily indicative of the results that may be expected for the year ended March 31, 2007. For further information, refer to the financial statements and footnotes thereto included in the EnXnet, Inc. or the "Company" audited financial statements for the year ended March 31, 2006 included in the Company Form 10-KSB.


THE BUSINESS


EnXnet, Inc. (the "Company") 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.


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 Company 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 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.





7


EnXnet, Inc.

SUMMARY OF ACCOUNTING POLICIES


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 on September 27, 2004 the Company filed for an international patent.


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.



8


EnXnet, Inc.

NOTES TO FINANCIAL STATEMENTS


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.


Equipment


Equipment is 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:


 

 

 

 

September 30, 2006

March 31, 2006

Equipment

$ 84,174

$ 53,138

Accumulated depreciation            

(49,916)

(49,480)

Equipment, net                    

$ 34,258

$  3,658


Depreciation expenses for the six months ended September 30, 2006 and 2005 were $436 and $656, respectively.

                               

Advertising


Advertising costs are expensed as incurred. Advertising expenses for the six months ended September 30, 2006 and 2005 were $100 and $ -, respectively.


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.




9


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.


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 September 30, 2006 and March 31, 2006 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 September 30, 2006 and March 31, 2006.


Research and Development Costs


Research and development costs are charged to expense as incurred.




10


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.


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.


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.


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 - MARKETABLE SECURITIES AND INVESTMENT


The Company does not own any marketable securities at September 30, 2006 and March 31, 2006.


The Company sold certain available-for-sale securities during the six months ended September 30, 2005 and received $29,960 in proceeds. Sales of these securities also resulted in a realized loss of $9,619.


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 97,500 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.




11


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 six months ended September 30, 2006 and 2005 was $19,574 and $19,574 and at September 30, 2006 and March 31, 2006 accumulated amortization was $227,444 and $207,870.


NOTE 5 – INCOME TAXES


At September 30, 2006 and March 31, 2006, the Company had net deferred tax assets of approximately $1,268,000 and $1,086,000 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 September 30, 2006 and March 31, 2006. At September 30, 2006, the Company has net operating loss carry forwards totaling approximately $3,729,000 which will begin to expire in the year 2015.


NOTE 6 – NOTES PAYABLE


Notes payable-related party consists of the following:


 

 

 

 

September 30,
2006

March 31,
2006

 

 

 

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

$  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

 

 

 

Non-interest bearing note payable to a   stockholder, payments begin May 2005 in the amount of $5,000 per month, option to purchase 150,000 common shares at $.20 per share, note was discounted using an imputed interest rate of 6%. The note matured in October 2005.

 -  

26,624

 

 

 

Total notes payable                             

$ 244,318

$270,942





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NOTE 7 - COMMON STOCK TRANSACTIONS


The Company issued 50,000 shares of restricted common stock in exchange for cash in the amount of $30,000 during the six months ended September 30, 2006.


Stock option holders exercised 650,000 options and the Company issued 650,000 shares of common stock in exchange for $265,000 during the six months ended September 30, 2006.


The Company issued 423,305 shares of restricted common stock in exchange for services in the amount of $221,007 during the six months ended September 30, 2006.


The Company issued 150,000 shares of restricted common stock in exchange for debt in the amount of $28,493 during the six months ended September 30, 2006.


NOTE 8 – 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 six months ended September 30, 2006 and 2005, the Company did not grant any stock options.


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 $185,802. 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 six months ended September 30, 2006 is $69,674 and has been expensed in the six months ended September 30, 2006 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 September 30, 2006 and March 31, 2006, is presented below:


 

 

 

 

September 30, 2006

March 31, 2006

 

 

 

Options outstanding at beginning of year

3,975,800  

4,400,800

Options granted                        

-

420,000

Options exercised

(650,000)

(705,000)

Options canceled

(430,000) 

(140,000)

 

 

 

Options outstanding at end of year

2,895,800

3,975,800




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The following table summarizes the information about the stock options as of September 30, 2006:


 

 

 

 

 

 

Range of Exercise Price

Number Outstanding at September 30

Weighted Average Remaining Contractual Life Years

Weighted Average Exercise Price (Total shares)

Number Exercisable at
September 30

Weighted Average Exercise Price (Exercisable shares)

 

 

 

 

 

 

$.10 - .50

1,155,800

3.38

$ .45

1,155,800

$ .45

.50

795,000

4.42

.50

795,000

.50

.50 - .90

45,000

4.42

.77

45,000

.77

.40 - .66

430,000

4.00

.57

430,000

.57

.43

200,000

5.08

.43

200,000

.43

.20

150,000

.33

.20

150,000

.20

 1.55

120,000

4.75

1.55

-

-

 

 

 

 

 

 

$ .10 – 1.55

2,895,800

3.79

$ .52

2,775,800

$ .47


The following table summarizes the information about the stock options as of March 31, 2006:


 

 

 

 

 

 

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)

 

 

 

 

 

 

$.40

400,000

.25

$ .40

400,000

$ .40

.10 - .50

1,205,800

3.92

.43

1,202,800

.43

.50

795,000

4.92

.50

795,000

.50

.50 - .90

45,000

4.92

.77

45,000

.77

.40 - .66

960,000

2.39

.53

960,000

.53

.43

200,000

5.58

.43

200,000

.43

.20

150,000

.83

.20

150,000

.20

.10 - 1.55

220,000

3.00

.89

100,000

.10

 

 

 

 

 

 

.10 - 1.55

3,975,800

3.54

.45

3,855,800

$ .45



11. 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.



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Item 2. Management’s Discussion and Analysis or Plan of Operation

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.


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.


The Company currently can satisfy its current cash requirements for approximately 60-90 days and has a plan to raise additional working capital by the sale of shares of the Company common stock to select prospective 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 or equipment.  


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 affiliates Duplium and Corporate Disk 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 – Six Months Ended September 30, 2006 and 2005.


Revenues have not been substantial as we refocused our efforts on developing the ThinDisc technologies and developing marketing affiliates. For the six months ended September 30, 2006 and 2005, the Company incurred operating expenses of $506,106 and $207,926. The increase in operating expenses of $298,180 (143%) is attributed to an increase in consulting expense of $104,029. Consulting expenses for the six months ended September 30, 2006 include $125,500 in expenses paid through the issuance of restricted common stock to various consultants. The increase in operating expenses also included an increase in payroll expense of $127,446. The increase in payroll expense included $69,674 in expenses for employee stock options. Payroll expense also increased for a bonus paid to our President in the amount of $50,000. The increase in operating expenses also included an increase in professional services in the amount of $56,843. This increase was attributable to the litigation the Company was involved in that has now been dismissed. Other classifications of expenses did not fluctuate substantially from September 30, 2005 to 2006. During the six months ended September 30, 2006 and 2005 we incurred net losses of $535,630 and $296,900 or $(0.019) and $(0.009) per share.


Liquidity and Capital Resources.


From inception through September 30, 2006, the Company has issued 29,901,198 shares of its Common Stock to officers, directors and outside shareholders.  The Company has little operating history and no material assets other than the license agreement for ClearVideo and DVDPlus, and the pending patents for ThinDisc, Disc Security Tag, EnXCase, "acousto-magnetic" EAS tags, ARFIDTag and HyTag. The Company has $138,223 in cash as of September 30, 2006.




15


The Company had no recurring source of revenue and has incurred operating losses since inception. During the year ended March 31, 2005 the Company started receiving significant revenues from the sales of its products and is no longer considered to be in the development stage, however, during the year ended March 31, 2006 and the six months ended September 30, 2006 we did not receive any significant revenues. The Company has incurred operating losses each year since its inception and has had a working capital deficit at September 30, 2006. At September 30, 2006 and March 31, 2006 the working capital deficit was $1,008,777 and $990,295, 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, 2006 and 2005 financial statements which expressed substantial doubt about the Company's ability to continue as a going concern.


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.


STATEMENT REGARDING FORWARD-LOOKING STATEMENTS.


This Quarterly Report includes "forward-looking statements" within the meaning of Section 27A of the Exchange Act which represent the expectations or beliefs concerning future events that involve risks and uncertainties, including but not limited to the demand for Company products and services and the costs associated with such goods and services. All other statements other than statements of historical fact included in this Quarterly Report including, without limitation, the statements under "Management’s Discussion and Analysis or Plan of Operations" and elsewhere in the Quarterly Report, are forward-looking statements.  While the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.


CURRENT TRADING MARKET FOR THE COMPANY'S SECURITIES.


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.

                          

Item 3. Control and Procedures.


Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures (as defined in Rules 13(a)-15(e) under the Securities Act of 1934, as amended) are effective to ensure that all information required to be disclosed by us in the reports filed or submitted by us under the Securities and Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to the our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate and allow timely decisions regarding required disclosure.

 

Changes in Internal Controls. In connection with the above-referenced evaluation, no change in our internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



16


PART II OTHER INFORMATION


Item 1. Legal Proceedings

The Company is not involved in litigation at this time.  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 2. Changes in Securities

     

Not applicable


Item 3. Defaults upon Senior Securities

 

Not applicable


Item 4. Submission of matters to a vote to security holders

   

 Not applicable


Item 5. Other Information

    

 Not applicable


Item 6. Exhibits and Reports on Form 8-K


 (a) Exhibits


Exhibit 99.1 Certification of financial statements Chief Executive Officer and Chief Financial Officer



17


SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated: November 14, 2006

 

EnXnet, Inc.

 

 

 

 

By:

/s/ Ryan Corley

 

 

Ryan Corley

 

 

President




18