SECURITIES
AND EXCHANGE COMMISSION





Washington,
D.C.  20549


______________________





FORM
10-K





[
X ] Annual Report under Section 13 or 15(d) of the Securities Exchange Act of
1934





For the
fiscal year ended December 31, 2008





OR





[   ]   Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934





For the
transition period from ________ to ___________





Commission
file number: 000-52227





SECURE NETWERKS,
INC.


(Name of
Small Business Issuer in Its Charter)








Delaware
            
            20-4910418(State
      or Other Jurisdiction
              of
      Incorporation or Organization)
            
            (IRS
      Employer
              Identification
      No.)10757
      So. River Front Pkwy, Suite 125South
      Jordan, Utah
            
            84095(Address
      of Principal Executive Offices)
            
            (Zip
      Code)








(801) 816-2570Issuer’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 by Rule 405 of the
Securities ActYes [] No [ X
]





Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Exchange Act.Yes [ ] No [ X ]





Indicate by check mark 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.  Yes [X] No
[   ]





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





Large
Accelerated Filer [  ]      Accelerated
Filer [  ]      Non-Accelerated Filer
[  ]


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
Company’s voting stock held by non-affiliates computed by reference to the
closing price as quoted on the NASD Electronic Bulletin Board on March 31, 2009,
was approximately $5,500.  For purposes of this calculation, voting
stock held by officers, directors, and affiliates has been
excluded.





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable
date.  As of March 24, 2009, the Company had outstanding 500,000
shares of common stock, par value $0.001 per share.








DOCUMENTS
INCORPORATED BY REFERENCE





None.















































FORWARD
LOOKING STATEMENTS





THIS ANNUAL REPORT ON FORM 10-KSB, IN
PARTICULAR “ITEM 7. MANAGEMENT’SDISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” AND “ITEM 1. BUSINESS,”
INCLUDE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.  THESE STATEMENTS
REPRESENT THE COMPANY’S EXPECTATIONS OR BELIEFS CONCERNING, AMONG OTHER THINGS,
FUTURE REVENUE, EARNINGS, AND OTHER FINANCIAL RESULTS, PROPOSED ACQUISITIONS AND
NEW PRODUCTS, ENTRY INTO NEW MARKETS, FUTURE OPERATIONS AND OPERATING RESULTS,
FUTURE BUSINESS AND MARKET OPPORTUNITIES.  THE COMPANY WISHES TO
CAUTION AND ADVISE READERS THAT THESE STATEMENTS INVOLVE RISK AND UNCERTAINTIES
THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE EXPECTATIONS AND
BELIEFS CONTAINED HEREIN.  FOR A SUMMARY OF CERTAIN RISKS RELATED TO
THE COMPANY’S BUSINESS, SEE “RISK FACTORS.” UNDER “ITEM 1A.”





Unless the context requires otherwise,
references to the Company are to Secure Netwerks, Inc.





PART
I.





ITEM
1:  DESCRIPTION OF BUSINESS





Cautionary
Factors That May Affect Future Results (Cautionary Statements Under the Private
Securities Litigation Reform Act of 1995)





The disclosure and analysis set forth
herein contains certain forward looking statements, particularly statements
relating to future actions, performance or results of current and anticipated
products and services, sales efforts, expenditures, and financial
results.  From time to time, the Company also provides forward-looking
statements in other publicly-released materials, both written and
oral.  Forward-looking statements provide current expectations or
forecasts of future events such as new products or services, product approvals,
revenues, and financial performance.  These statements are identified
as any statement that does not relate strictly to historical or current
facts.  They use words such as “anticipates,” “intends,” “plans,”
“expects,” “will,” and other words and phrases of similar meaning.  In
all cases, a broad variety of assumptions can affect the realization of the
expectations or forecasts in those statements.  Consequently, no
forward-looking statement can be guaranteed.  Actual future results
may vary materially.





The Company undertakes no obligation to
update any forward-looking statements, but investors are advised to consult any
further disclosures by the Company on this subject in its subsequent filings
pursuant to the Securities Exchange Act of 1934.  Furthermore, as
permitted by the Private Securities Litigation Reform Act of 1995, the Company
provides these cautionary statements identifying risk factors, listed below,
that could cause the Company’s actual results to differ materially from expected
and historical results.  It is not possible to foresee or identify all
such factors.  Consequently, this list should not be considered an
exhaustive statement of all potential risks, uncertainties and inaccurate
assumptions.





CORPORATE
ORGANIZATION





Secure
Networks, Inc. was initially formed in the state of Utah on February 4, 2004,
and was subsequently reincorporated in Delaware on February 14, 2007 as Secure
Netwerks, Inc.  Secure Netwerks was a wholly-owned subsidiary of
SportsNuts, Inc., a Delaware corporation traded on the OTC Electronic Bulletin
Board that files reports with the Securities and Exchange Commission under
Sections





1





13(a) and
15(d) of the Securities Exchange Act of 1934.  On March 1, 2007, the
shares of Secure Netwerks were spun-off to the shareholders of SportsNuts,
Inc.  As of March 24, 2008, Secure Netwerks had 266 shareholders of
record.





THE
BUSINESS OF SECURE NETWERKS





Overview





Secure
Netwerks is a computer and technology hardware reseller to businesses and other
organizations.  Most of our clients are small and medium sized
organizations, although we do attempt to market our products and services to
larger organizations.  We also outsource technology-related services
to provide a full solution basket of technology products and services including
hardware, software, network development and services.  Our clients
consist of some retail purchasers and small to medium-


sized
organizations, operating mostly in North America, but do have occasional clients
in Europe.  Our website is located at www.securenetwerks
..com.





Every
company is different, and we treat every company differently depending on their
needs assessment.  Our assessment of client technology needs does not
just involve building technology systems.  We focus on the business
strategies of our clients. The highlights of Secure Netwerk’s approach include a
phase, often around eight weeks, entitled Technology Discovery Session (TDS),
that identifies the data, technical, business and functional requirements,
creates a conceptual design of the overall solution, develops a visual prototype
of the application, and delivers a solution roadmap for
implementation.





We first
focus on collecting current hardware, software and procedures, business
processes, personnel requirements and any other additional information that is
deemed necessary. We then document the collected information to the extent
required to adequately define the desired result. Subsequently, we focus on
developing the future hardware, software and procedures to support the
technology drivers for the organization. As part of this approach, we identify
gaps between the client’s technology and their desired technology.  We
identify improvement / effectiveness measures that will assist the organization
in achieving its current and future vision.





Many
client organizations not only need the information technology products that we
sell, but they need some of the services our partner
provides.   Acadia Technologies, Inc. is our partner that
provides these services including installation, network design, website
development, website hosting, and telephony networking.  We pay Acadia
Technologies $30 an hour per service person, and 50% of the profit received for
the service provided to our clients.  We do not have a written
agreement with Acadia Technologies, Inc., but continue to work together on
projects. We have maintained a relationship with Acadia Technologies since we
started our business in February, 2004.  We pay Acadia Technologies
50% of the profit we receive from each client Acadia Technologies refers to
us.  Historically, Acadia Technologies has referred approximately 25%
of our clients to us.  Acadia Technologies only gets paid when we get
paid by our clients.





Our
Approach





Sales and
Marketing.  We focus our sales and marketing efforts primarily
in the


intermountain
west region including Utah, Montana, Wyoming, Idaho, Nevada, New Mexico, and
Colorado.  Our direct sales and support personnel provide new account
creation and management, enhanced communications and long-term
relationship-building with our existing and potential
customers.  Given the current need of businesses and other
organizations in the western United States for information





2





technology
hardware and related services, we do not anticipate expanding our sales and
marketing to other regions of the United States in the near future.





Each of
our salesperson’s compensation is commission-based.  Sales leads are
derived from


individual
business contacts and customer referrals from strategic partners, as well as
available industry research and reports.  We do not have any written
or oral agreements with strategic partners to provide referrals.  Most
of our referrals from strategic partners have come from our service partner,
Acadia Technologies Incorporated.  When Acadia Technologies’ clients
need computer hardware or software, they refer the business to Secure
Netwerks.





Our sales efforts are intended to focus
on the business drivers of our clients’ technology initiatives and
needs.  We utilize our experienced sales personnel as well as outside
consultants as part of our team approach to sales.  These outside
consultants include the staff of Acadia Technologies Incorporated and various
independent technology technicians.  We use outside consultants for
approximately one-half of our clients.  We have no agreements with
outside consultants because each project is negotiated separately and the
outside consultants are engaged for each specific project.  Our sales
personnel participate in training programs designed by our suppliers to provide
new information about new and upgraded products.  These training
programs also assist our sales personnel on the latest industry innovations and
sales techniques.





Products
and Outsourced Services





We bring
value to our clients that purchase computer equipment by introducing them to our
strategic partners, including technology service providers, equipment leasing
providers and programmers in the information technology industry.  Our
relationships with these strategic partners allow us to offer a comprehensive
and cost-effective technology solution to almost any
organization.  Through Secure Netwerks and its partners, our clients
can access the following range of hardware sales and services:





·
            Technology Hardware
      sales.  We are a valued-added reseller of the following
      computer and computer-related products:





o
            Hardware:    Intel-based
      servers, personal computers and laptops supporting Windows, Macintosh,
      Unix, Linux, and Novell operating
systems.





o
            Peripherals:
      Printers, monitors, personal digital assistants, handheld scanners, and
      other computer equipment related to the operation of computers, servers,
      laptops, photocopiers, scanners, projectors, audio-visual systems,
      routers, firewalls, OEM computer equipment, security and conference
      cameras and security systems





o
            Software:    Microsoft
      Windows and Apple Macintosh retail boxed products that relate to the
      operation of computer, servers, and laptops.  Those software
      products include the operating system sold separately as well as with the
      original hardware.





All of the products sold by Secure
Netwerks are manufactured by others.  We have not experienced any
difficulties in obtaining requested hardware or software from the manufacturers,
and consequently do not anticipate any difficulties in obtaining such hardware
or software for future sales contracts.   We are a value-added
reseller because we bring value to each sale by analyzing the needs of each
client and educating the client on the features and benefits of each of the
products we sell.





3








·
            Telecommunication Systems
      Services and Integration.  We have seen an increase in
      the number of our clients needing communications devices that interact
      with networks and e-mail servers.  We provide a service that
      includes mobile phone and wireless device support.  In addition,
      we can also provide voice-over internet protocol access for our clients
      that want to enhance the use of their network services and minimize their
      long distance telephone charges.  Voice-over internet allows
      customers to take their phone numbers
and


voicemail
wherever they go, and place and transfer calls between branch offices with cost
effective long distance charges. Calls can be routed through the Internet
connection to each office.  We offer many types of telephones and
telephone systems including wireless, standard desktop phones, and computer
based software phones.





·
            Outsourced Equipment
      Leasing.  Power4Financial LLC, our strategic partner,
      provides outsourced leasing services for our clients that want to purchase
      hardware from us using lease financing.  We typically charge our
      clients between 1% and 2% of the total lease value for this service as an
      arrangement fee.  We do not have an agreement with
      Power4Financial, but plan to continue to use their equipment leasing
      services for our clients.  When we refer clients to
      Power4Financial, our primary income comes from the sale of the equipment
      that will be financed under the lease.  We are only paid for the
      equipment and the 1% to 2% arrangement fee after the lease is approved and
      the lease funds the purchase of the
equipment.





·
            Application
      Programming.  Depending upon the budget, timetable, and
      business rules that govern a project, we partner with local and offshore
      programmers to build customized enterprise
      applications.  Customized enterprise applications are necessary
      because our clients have different business needs.  For example,
      a university has different needs from a newspaper
      company.  These programmers customize products for the specific
      needs of each business.  Our programming partners are proficient
      in MySQLTM,
      OracleTM,
      and SequelTM
      database applications, as well as PHPTM,
      JAVATM,
      and MicrosoftTM.NET web application programming
  languages.





·
            Outsourced Technology
      Service.  Acadia Technologies Incorporated, a Utah based
      service provider, provides service solutions to our clients.  We
      have a close working relationship with Acadia
      Technologies.  Acadia Technologies has experience providing
      desktop support, network and hardware maintenance, as well as building
      complex local area and wide area network configurations for small and
      large businesses.





Principal Suppliers





We do not have any written agreements
with our principal suppliers.  Purchases are made by credit card, cash
or check on delivery, or on account with suppliers where credit has been
established.  Below is a summary of our principal product suppliers
and the terms for the purchase of goods:





Supplier
              TermsIngram
      Micro, Inc.
              Credit
      account, Balance due 30 days from order dateWintec
      Industries, Inc.
              Credit
      account, Balance due 30 days from order dateTech
      Data Corporation
              Credit
      card, Cash or check on deliverySynnex
      Corporation
              Credit
      account, Balance due 30 days from order dateTessco
      Technologies Incorporated
              Credit
      account, Balance due 30 days from order
date








4





We work hard to foster close
relationships with these vendors and maintain a high level of accreditation for
the benefit of our customers.  These Principal Suppliers sell their
products to us at a wholesale price, and we sell to our clients at a retail
price.  We are quoted specific prices either by telephone or by the
use of the websites of these principal suppliers.  Prices vary as they
are quoted to us, and are not set.  There are no price discount
indicators.  We search each supplier for the best price. Our
agreements with these principal suppliers give us terms and conditions for our
payment obligations for the computer hardware and software we resell to our
customers.  We must pay the principal amount we owe


each
supplier within 30 days of the invoice from the supplier.  In the even
that we do not pay the invoice within the 30 day time period, our suppliers
charge between 8% and 12% per annum for late payments.





Research
and Development





We
attempt to stay abreast of changes in the information technology industry and
also attempt to increase the level of product knowledge of our current
staff.  During the calendar year 2007, our three full-time employees,
two part-time employees, and other project-based contract personnel received
approximately 100 hours of training.  Other research and development
activities include the use of instructional collateral materials.  We
estimate that we have spent approximately 200 hours in each of our two prior
fiscal years on research and development activities.  None of the
expenses associated with these activities has been borne directly by our
customers.





GOVERNMENT
REGULATION





The
business of Secure Netwerks is not currently subject to substantial federal,
state, or local government regulation.  We are not subject to any
significant environmental laws or regulations, and do not anticipate excessive
levels of U.S. federal or state government regulation of our
business.  Secure Netwerks is subject to standard taxation rates for
sales, income, and other activities in the United States and does not pay taxes
overseas.





COMPETITION





There are thousands of resellers of
technology hardware and software with similar products and service offerings as
Secure Netwerks.   Because our business is small and our
resources are relatively limited, we do not focus our business development
activities on larger organizations due to the longer sales cycle
involved.   Although we do not focus on larger organizations, we
sell to any size of organization.   We believe that many larger
organizations already have deeply discounted hardware suppliers.





There are
several different kinds of computer retailers within the industry
including:





·
            Computer dealers: We
      believe computer dealers often focus on a few main brands of hardware,
      usually offering only a minimum supply of software, and variable amounts
      of service and support.  We have found that their prices are
      usually higher than the larger stores and we are unable to substantiate
      whether or not their service and support is effective, although we believe
      that we are very competitive with our service and
  support;





·
            Online
      retailers:  Online retailers market computer-related
      products for very low prices.  Some of our competitors in this
      category include Ebay, Buy.com and Amazon.com.  We believe that
      although the prices are low for products purchased from online retailers,
      service and support is limited.





5








·
            Larger hardware
      resellers:  Larger hardware resellers that market to
      organizational customers are able to offer very low prices in
      bulk.  We believe that larger hardware resellers focus their
      sales efforts on large companies and not on our market focus of small and
      medium-sized businesses.





·
            Retail stores and computer
      superstores: Retail stores and computer superstores typically offer
      good walk-in service, with aggressive pricing, and minimal support;
      and





·
            Mail order: Mail order
      companies offer aggressive pricing. It is our opinion that, for the purely
      price-driven buyer, who buys products and expects no service, mail order
      and retail providers of basic computer hardware provide good options for
      the customer.





We
believe that we are different from our competitors because we are focused on
providing


solutions
for small and medium-sized businesses that need diverse products, service and
support.  We advise our clients on what products they need to attain
their goals for their businesses.  Many of our competitors also focus
on small and medium-sized businesses.  We believe that we are
competitive with other computer resellers because of our service and support we
provide.





Many of
our current and potential competitors have longer operating histories and other
resources substantially more valuable than ours.  As a result, our
competitors may be able to adapt more quickly to changing customer
needs.  Our competitors may attempt to increase their presence in the
market by forming strategic alliances with other competitors, offering better
service to our customers or by giving better prices then we are able to
provide.  In order to compete with increasing competition, we may
experience a decrease in our profit margin from sales.  We believe
that new competitors will be able to enter without much difficulty due to the
low barriers to entry into this type of business.  There can be no
assurance that we will be able to compete with our competitors in the
future.





ITEM
1A  RISK FACTORS





Operating Risks





Our Independent Auditors Have
Expressed Uncertainty About Our Ability to Continue as a Going Concern, Which
May Dissuade Others From Doing Business With Us.  Our
independent auditors have raised substantial doubt about our ability to continue
as a going concern.  Because other organizations that seek to do
business with Secure Netwerks often request a copy of our audit report, their
perception of our company may be negatively influenced.  For example,
we may not be able to obtain invoice payment terms and price discounts from
equipment manufacturers because we may be viewed as a credit risk, which could
lead to a loss of sales opportunities if we do not have sufficient cash flow to
pay for our inventory upon receipt or cannot make a profit on the sale of such
equipment without such discounts.  To date, no manufacturers have
discontinued their discount programs with us, but we cannot assure you that such
manufacturers will continue to provide us discounts in the future.





We Risk Losing Some of Our Key
Personnel Because of Our Fluctuating Revenues and Cash Flows.Secure Netwerks’
success depends, in large part, upon the talents and skills of its management
and key personnel, principally Chene Gardner, our Chief Executive Officer, and
Ryan Gloshen and Jonathon Bish, our principal salespersons.  Our sales
force is paid variable amounts based largely upon sales receipts, and therefore
their incomes can fluctuate substantially from month to month..  To
the extent that any of our key personnel are unable or refuse to continue their
association with Secure Netwerks, a suitable replacement would have to be
found.  We do not have employment agreements with





6





any of
our personnel and therefore we do not have restrictions on the ability of former
employees to compete with us.  Further, we do not have key man life
insurance on any person in our company and could not therefore be compensated
for the loss of any individual due to death or disability.  We cannot
assure you that we would be able to find suitable replacements for our existing
management personnel or technical personnel or that we could retain such
replacements for an affordable amount.





Our Chief Executive Does Not Work
Exclusively for Secure Netwerks and May Face Time Conflicts Which Could
Compromise His Availability to Manage Our Company.Chene Gardner,
our Chief Executive Officer, is also the controller for SportsNuts, Inc. the
Chief Financial Officer for Cancer Therapeutics, Inc., and the Chief Executive
Officer for Global Network, Inc.  His role in these organizations puts
substantial constraints on his time which may detract from his ability to manage
the business of Secure Netwerks effectively.  Mr. Gardner spends
approximately one third of his time working for Secure Netwerks.  We
cannot assure you that Mr. Gardner will be able to avoid scheduling and time
conflicts in the future, which may impair his performance as our Chief Executive
Officer.





Our Business is Inherently Risky Because
of Fluctuations in Cash Receipts From Our Customers.  The
information technology hardware business is inherently risky.  Gross
profit margins for basic computer hardware are generally small and therefore we
seek to sell more sophisticated and customized equipment which generally
requires deep relationships with larger organizations.  These larger
organizations are themselves customarily subject to budget constraints regarding
capital equipment purchases which can cause our cash receipts to fluctuate
depending on the budget cycle for a particular institutional
customer.  If our sales and outsourced services do not generate enough
cash flow to meet our operating expenses (such as debt service, capital
expenditures, and legal and accounting fees), our ability to develop and expand
our business and become profitable will be adversely affected.  We
have periodically experienced cash flow difficulties which have resulted in an
accumulated deficit of $238,724 as of December 31, 2007.





We Risk Losing Business Due to
In-House Technology Personnel.We have found an increasing
tendency of medium sized businesses to rely on internal personnel to service and
maintain computer networks, even if such personnel are not properly trained to
perform the tasks required.  Because these persons may not be
adequately trained, they may not be aware of the needs of their businesses to
acquire updated equipment.  In addition, even though these persons
remain the point of contact for our sales personnel, they are typically unable
to make purchasing decisions regarding computer equipment without securing
permission from management or another department who may be resistant to such
purchases without having interface with a trained sales
representative.  Finally, internal technology personnel can also
themselves be resistant to bids for service projects because they may feel
threatened by specialized outside service technicians who are generally more
skilled and may detect errors in the manner in which systems and networks have
been managed by in-house personnel in the past.  If the trend of
relying on internal technology personnel continues, we may not be able to secure
agreements with medium-sized organizations or may be forced to dramatically
change our sales techniques which have no guarantee of success.





Our Business Could be Adversely
Affected From Cheaper Outsourced Services Provided
Overseas.  We are facing increasing competition from outsourced
lower overhead firms in India, Russia, and other rapidly developing technology
sectors around the world.  These firms also have access to low-cost
personnel who are fluent in English and are proficient in software languages,
which enable them to bid for service projects at a substantially reduced rate
from what we are able to provide.  Although there are certain
configuration, testing and setup services which are difficult to provide
remotely, we cannot assure you that such firms will not be able to provide such
services in the future and that our revenues will not be adversely
affected.





7








We will Require Additional Financing
for Expansion and other Functions Which Might Only be Procured on
Disadvantageous Terms.  We will likely require substantial
additional capital in the future for expansion, business development, marketing,
computer software and systems, overhead, administrative, and other expenses such
as additional payroll and employee training.  We cannot assure you
that we will be able to raise additional funds or that financing will be
available to Secure Netwerks on acceptable terms.  Lack of additional
funds could negatively affect our business, particularly if we do not possess
sufficient cash or are not provided credit facilities to purchase equipment in
connection with a large customer order.





You Could be Adversely Impacted from
Any Additional Financing We Receive Due to Dilution or Restrictive
Covenants.  Your investment in Secure Netwerks could be
negatively affected because of certain factors which may accompany any
financing.  For example, we may issue our equity securities or
securities convertible into our equity at an effective price which causes
substantial dilution to your ownership in Secure Netwerks.  Any such
financing may also contain provisions which may restrict our ability to
consummate certain transactions such as a pledge or sale of our assets, an
extension of credit, or borrowings, all of which may impair the operation of our
business.





We Compete With Substantially Larger
Companies That May be Better Positioned to Win Larger and More Profitable
Contracts.  In attempting to market our services to medium and
larger organizations, we compete with substantially larger companies which have
greater name recognition and financial resources to price their services and, in
particular, computer products which are purchased through
them.  Accordingly, we may not be able to effectively compete for
larger outsourcing and purchasing contracts unless and until we possess
additional financial, marketing, and technical resources.





We May Lose Our Status as an
Authorized Reseller Which Could Prevent Us From Selling Certain Computer
Equipment.  Secure Netwerks success and its outsourced service
contracts are substantially dependent upon our ability to deliver our clients
high quality products which requires that we continue as an authorized reseller
for manufacturers.  These manufacturers typically have various
conditions which must be met in order to retain such reseller authorization,
such as product proficiency


certifications,
licenses, and volume purchases.  Because computer equipment and
related software is constantly being modified and upgraded, we may lose our
status as an authorized reseller because we have not provided sufficient ongoing
training to our employees.  Furthermore, we could also lose such
status because we lack the financial capacity to secure large volume
orders.  Where we purchase equipment from a wholesale reseller instead
of the manufacturer, we do not control whether or not our suppliers continue to
sell us such wholesale products.  Any substantial interruption in our
ability to supply discounted products to our clients would have a material
adverse effect on our business, operating results, and financial
condition.





Investment Risks





A Purchase of Secure Netwerks Shares
is a Speculative Investment Because We Have a Limited Operating History and a
History of Losses.  Secure Netwerks’ shares are a speculative
investment. To date, Secure Netwerks has generated net losses and we cannot
guarantee that we will ever generate a profit in the future.  As of
December 31, 2008, Secure Netwerks has an accumulated deficit of
$299,746.  Secure Netwerks is not guaranteed to continue to make sales
of computer products or related outsourced services.  If Secure
Netwerks continues to generate losses and we are unsuccessful at decreasing
Secure Netwerks’ operating costs or raising investment capital, it is unlikely
that Secure Netwerks would be able to meet its financial obligations and you
could lose your entire investment.





8








No Active
Market.  Although the Company’s shares are traded on the NASD
Electronic Bulletin Board, the Company believes that the public trading price
may be an inaccurate representation of the value of the Company because there is
little or no trading volume in the Company’s shares and no analysts or NASD
market makers actively follow the Company.





We Have Never Issued a Dividend and
You May Never Receive a Dividend in the Future and Must Rely Solely on a
Possible Increase in the Value of Your Shares to Achieve any Return on Your
Investment in Lieu of Dividend Income.  Secure Netwerks has
never issued a dividend and we do not anticipate paying dividends on our common
stock in the foreseeable future.  Consequently, you should not rely on
an investment in Secure Netwerks if you require dividend income.  Any
return on your investment in Secure Netwerks will come from the potential
appreciation in the value of your shares, which is inherently uncertain and
unpredictable.  Furthermore, we may also be restricted from paying
dividends in the future pursuant to subsequent financing arrangements or
pursuant to Delaware law.





Because Our Liability is Limited,
Neither You nor Secure Netwerks May be Able to Hold Management Liable for
Certain Breaches of Duty.  Secure Netwerks has adopted
provisions in its Certificate of Incorporation which limit the liability of our
officers and directors and provisions in our bylaws which provide for
indemnification by Secure Netwerks of our officers and directors to the fullest
extent permitted by Delaware corporate law.  Secure Netwerks’
Certificate of Incorporation generally provide that its directors shall have no
personal liability to Secure Netwerks or its stockholders for monetary damages
for breaches of their fiduciary duties as directors, except for breaches of
their duties of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, acts involving unlawful
payment of dividends or unlawful stock purchases or redemptions, or any
transaction from which a director derives an improper personal
benefit.  Such provisions substantially limit your ability to hold
directors liable for breaches of fiduciary duty.





You Could be Diluted from the
Issuance of Additional Common and Preferred Stock.  Presently,
Secure Netwerks has 500,000 shares of common stock outstanding and no shares of
preferred stock outstanding.  Secure Netwerks is authorized to issue
up to 100,000,000 shares of common stock and 10,000,000 shares of preferred
stock.  To the extent of such authorization, the Secure Netwerks board
of


directors
will have the ability, without seeking shareholder approval, to issue additional
shares of common stock in the future for such consideration as the board may
consider sufficient.  The issuance of additional common stock in the
future may reduce your proportionate ownership and voting power.





ITEM
2.  DESCRIPTION OF PROPERTY





Secure
Netwerks’ headquarters are located within a 5,600 square foot facility in South
Jordan, Utah.  Acadia Properties, LLC, a Utah limited liability
company controlled by Kenneth Denos, a member of the board of directors of
Secure Netwerks, holds a leasehold interest in the premises, with a written
lease agreement commencing March, 2006 at a rate of $10,500 per
month.  We utilize approximately one-eighth of these premises for our
operations.  We have recently executed a month-to-month sublease with
Acadia Properties, LLC for use of this facility and its common areas for Secure
Netwerks’ operations in exchange for $900 per month.





ITEM
3.  LEGAL PROCEEDINGS





None.





9





ITEM
4:  SUBMISSION ON MATTERS TO A VOTE OF SECURITY
HOLDERS







None.




PART
II







ITEM 5:  MARKET FOR COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF
EQUITY SECURITIES.








(a)
            Market
      for Common Equity and Related Stockholder
  Matters.





(1)
            Market
      Information.





The Company’s Common Stock is listed on
the NASD Electronic Bulletin Board (“Bulletin Board”) under the symbol
“SEWK.”  The Company’s stock has been traded on the Bulletin Board
since approximately March, 2007.   As of March 20, 2009, there
was no active public market for the Company’s Common Stock.  The
following table sets forth, for the periods indicated, the high and low closing
sales prices, as to Bulletin Board prices of shares of the Company’s Common
Stock during the calendar year ended December 31, 2008:





High
                  
                  
                  LowFourth
      Quarter 2008
                  
                  $
                  0.06
                  
                  
                  $
                  0.06Third
      Quarter 2008
                  
                  $
                  0.51
                  
                  
                  $
                  0.06Second
      Quarter 2008
                  
                  $
                  0.073
                  
                  
                  $
                  0.073First
      Quarter 2008
                  
                  $
                  0.073
                  
                  
                  $
                  0.073





The following table sets forth, for the
periods indicated, the high and low closing sales prices, as to Bulletin Board
prices of shares of the Company’s Common Stock during the calendar year ended
December 31, 2007:





High
                  
                  
                  LowFourth
      Quarter 2007
                  
                  $
                  0.073
                  
                  
                  $
                  0.06Third
      Quarter 2007
                  
                  $
                  0.51
                  
                  
                  $
                  0.055Second
      Quarter 2007
                  
                  $
                  0.25
                  
                  
                  $
                  0.25First
      Quarter 2007
                  
                  $
                  0.25
                  
                  
                  $
                  0.25





Our shares were not traded on any
exchange or quotation medium prior to 2007.





We do not have any warrants or options
issued or outstanding.





10





(2)         Holders.





As of March 24, 2009, the Company had
approximately 266 holders of record of its Common Stock.





(3)
            Dividends.





The Company has not paid any cash
dividends on its Common Stock since inception and does not anticipate paying
cash dividends in the foreseeable future.  The Company anticipates
that any future earnings will be retained for use in developing and/or expanding
the business.





ITEM
6.SELECTED FINANCIAL DATA





As a smaller reporting company we are
not required to provide this information





ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION





You should read the following
discussion of the company’s financial condition and results of operations in
conjunction with the audited financial statements and related notes included in
this registration statement.   This discussion may contain
forward-looking statements, including, without limitation, statements regarding
our expectations, beliefs, intentions, or future strategies that are signified
by the words “expects,” “anticipates,” “intends,” “believes,” or similar
language.  Actual results could differ materially from those projected
in the forward looking statements.  You should carefully consider the
information set forth above under Item 1 of this Part I under the caption “Risk
Factors” in addition to the other information set forth in this registration
statement.  We caution you that Secure Netwerks’ business and
financial performance is subject to substantial risks and
uncertainties.





Overview





Secure Netwerks is a reseller of
technology-related hardware and software, including laptops, desktops,
networking devices, telecommunication systems and networks, servers and
software.  We also provide our clients with some outsourced services
necessary to install, educate, run and operate the hardware that we sell our
clients.   Our clients consist of small to large
organizations.  Currently, we sell


hardware
and outsourced services to an average of 9 clients each month and 43% of our
clients have purchased product more than one time over the course of the past
calendar year.  You can learn more about our business at our website
located at www.securenetwerks.com.





Results
of Operations





Following
is our discussion of the relevant items affecting results of operations for the
years ended December 31, 2008 and 2007.





Revenues.  Our
products and services are broken down into two categories for revenue
recognition purposes – (i) off-the-shelf hardware/software product sales, and
(ii) outsourced information technology services.  Our revenue
recognition policy for these categories is as follows:





Revenue
is recognized upon completion of services or delivery of goods where the sales
price is fixed or determinable and collectibility is reasonably
assured.    Advance customer payments are recorded as
deferred revenue until such time as they are recognized.





11








Product
sales are derived from the resale of off-the-shelf hardware and software
packages.  Product sales are not warranted by Secure Netwerks and may
be subject only to warranties that may be provided by the product
manufacturer.  Therefore, product warranties have no effect on the
financial statements.  We have no sales arrangements encompassing
multiple deliverables.





Secure
Netwerks generated net revenues of $261,956 for the year ended December 31,
2008, representing a 30% decrease compared to $375,091 in net revenues during
the year ended December 31, 2007.  During 2008 and 2007, we received
$187,889 and $300,941, respectively, in gross revenues from software and
hardware product resales and equipment leasing, and $74,067 and $74,150,
respectively, in gross revenues from information technology and other
miscellaneous services.  The
decrease in revenues for the year ended December 31, 2008 is mainly the result
of three large sales of computer hardware which were associated with equipment
leases during 2007.  These transactions contributed approximately
$96,371 in revenues during 2007.  Although Secure Netwerks continues
to pursue equipment leases, these transactions are sporadic and no large leases
materialized during 2008.  We do not anticipate that gross revenues
from our base product and services will decrease.Our business
model and objective is to receive recurring revenue from established
clients.  In addition, we procure and resell hardware and software
packages to our clients as well as single transaction
customers.  Sales of software and hardware products are inherently
unpredictable, but we anticipate that revenues from this activity will become
more consistent as we grow our client base.  Over the past twelve
months, we have provided hardware sales, outsourced networking, programming,
website design and hosting services for 28 clients on a continuous basis and
approximately 44 clients for one-time projects.





Cost of
Sales.  Expenses which comprise cost of sales are the wholesale
cost of hardware, software, any accompanying licenses, product sales
commissions, and commissions paid in connection with information technology
consulting contracts.  Also included in cost of sales are personnel
and materials costs to administer these information technology
services.  As more organizations utilize our technology services,
future expenses included in cost of goods sold will increase as well as
potential fee sharing expenses to organizations that assist us in providing
these services.





Cost of sales for the year ended
December 31, 2008 was $204,450, a 33% decrease from $305,539 during the year
ended December 31, 2007.  The decrease is mainly the result of
decreased sales and the related need to purchase products.  The cost
of sales will fluctuate in the future depending on the sales mix of hardware
sales and service revenue.  Total cost of sales was 78% of revenues in
2008


compared
to 81% in 2007.  As the company provides more services, cost of sales
will decrease as the margins on services is much better than margins on hardware
sales.





Salaries and Consulting
Expenses.Salaries and consulting expenses consist of salaries
and benefits, company paid payroll taxes and outside consulting
expenses.  Salaries and consulting expenses for the year ended
December 31, 2008 were $22,808 compared to $22,870 during the year ended
December 31, 2007.  No changes were expected to salaries and
consulting expenses as the Company has pushed sales commission incentives rather
than base salaries.  Salaries and consulting expenses could increase
if the Company hires additional personnel.





Professional
Fees.Professional fees for the year ended December 31, 2008
were $20,057, representing a 30% decrease compared to $28,747 during the year
ended December 31, 2007.  The decrease was the result of legal and
accounting fees associated with the spin-off from the parent company,
SportsNuts, Inc. which was affective March 1, 2007.





Selling, General and Administrative
Expenses.  Selling, general and administrative expenses have
been comprised of advertising; bad debts; occupancy and office expenses;
equipment leases; travel





12





and other
miscellaneous administrative expenses.  Selling, general and
administrative expenses for the year ended December 31, 2008 were $43,631, a 3%
increase from $42,542 during the year ended December 31, 2007.  We did
not anticipate a major change in these expenses, however, we endeavor to
decrease certain costs associated with rent and occupancy-related
expense.  For the years ended December 31, 2008 and 2007, bad debts
expense was $15,305 and $11,441, respectively.  Although the Company
is now reviewing new customers more closely for credit worthiness, the
struggling economy has increased the risk of bad debts.





Other Income
(Expense).  We incurred net other expense of $32,512 for the
year ended December 31, 2008 compared to net other expense of $28,998 during the
year ended December 31, 2007.  Other expenses incurred were comprised
primarily of interest expenses related to credit cards as well as promissory
notes issued by the Company.  Other income in this category is
comprised of finance charge income billed to late paying
customers.  We do not anticipate any major changes in other income and
expenses.





Off-Balance
Sheet Arrangements





The Company has no off-balance sheet
arrangements.





Personnel





Secure Netwerks has two full-time
employees, one part-time employee, and other project-based contract personnel
that we utilize to carry out our business.  We utilize contract
personnel on a continuous basis, primarily in connection with service contracts
which require a high level of specialization for one or more of the service
components offered.  We expect to hire more full-time employees in the
future.  Although competition for technology sales personnel in the
metropolitan Salt Lake City area is intense, because we offer competitive
compensation and maintain a productive and collegial work environmental, we
don’t believe we will have significant difficulty retaining additional employees
or contract personnel in the future.





Liquidity
and Capital Resources





Since inception, the Company has
financed its operations through a series of loans, credit accounts with hardware
vendors, and the use of Company credit to procure goods and
services.  As of


December
31, 2008, Secure Netwerks’ primary source of liquidity consisted of $11,546 in
cash and cash equivalents.  We may seek to secure additional debt or
equity capital to finance substantial business development initiatives or
acquire another hardware reseller.  At present, however, we have no
plans to seek any such additional capital or to engage in any business
development or acquisition activity.





ITEM
7A:   QUANTITATIVE AND PUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a smaller reporting company we are
not required to provide this information.








13





ITEM
8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA





CONTENTS





Report of Independent Registered Public
      Accounting Firm..............................................
            15Balance
      Sheets................................................................................................
            17Statements of
      Operations....................................................................................
            18Statements of Stockholders’
      Deficit.......................................................................
            19Statements of Cash
      Flows...................................................................................
            20Notes to the Financial
      Statements..........................................................................
            21

















14
 Table

















REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM








To the
Board of Directors and Shareholders


Secure
Netwerks, Inc.


South
Jordan, Utah





We have
audited the accompanying balance sheet of Secure Netwerks, Inc. as of
December 31, 2008 and the related statement of operations, stockholders' deficit
and cash flows for the year 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
audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company has determined that it is not required to have, nor were we engaged to
perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audit
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 Secure Netwerks, Inc. as of
December 31, 2008 and the results of its operations and its cash flows for the
year ended December 31, 2008 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 8 to the
financial statements, the Company has negative working capital, negative cash
flows from operations and recurring operating losses which raises substantial
doubt about its ability to continue as a going concern.  Management's
plans in regard to these matters are also described in Note 8.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.











Chisholm,
Bierwolf, Nilson & Morrill LLC


Bountiful,
Utah


March 25,
2009








15
 Table





REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM











Board of
Directors


Secure
Netwerks, Inc.


South
Jordan, Utah





We have
audited the accompanying balance sheet of Secure Netwerks, Inc. as of December
31, 2007 and the related statements of operations, stockholders' deficit and
cash flows for the years ended December 31, 2007 and 2006.  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 the 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.  The
Company has determined that it is not required to have, nor were we engaged to
perform, an audit of its internal control over financial
reporting.  Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, 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 Secure Netwerks, Inc. as of
December 31, 2007 and the results of its operations and its cash flows for the
years ended December 31, 2007 and 2005 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 8 to the
financial statements, the Company has negative working capital, negative cash
flows from operations and recurring operating losses which raises substantial
doubt about its ability to continue as a going concern.  Management's
plans in regard to these matters are also described in Note 8.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.














Bouwhuis,
Morrill & Company, LLC


Layton,
Utah


March 24,
2007








16
 Table





SECURE NETWERKS, INC.Balance
      SheetsASSETSDecember
      31,
                                    
                                    
                                    December
      31,2008
                                    
                                    
                                    2007CURRENT
      ASSETSCash
      and cash equivalents
                                    
                                    $
                                    11,546
                                    
                                    
                                    $
                                    25,403Accounts
      receivable, net
                                    
                                    
                                    43,052
                                    
                                    
                                    
                                    52,511Inventory
                                    
                                    
                                    4,837
                                    
                                    
                                    
                                    4,458Loans
      receivable
                                    
                                    
                                    9,197
                                    
                                    
                                    
                                    5,875Total
      Current Assets
                                    
                                    
                                    68,632
                                    
                                    
                                    
                                    88,247TOTAL
      ASSETS
                                    
                                    $
                                    68,632
                                    
                                    
                                    $
                                    88,247LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIESAccounts
      payable
                                    
                                    $
                                    56,614
                                    
                                    
                                    $
                                    44,727Accrued
      expenses
                                    
                                    
                                    179,396
                                    
                                    
                                    
                                    154,254Notes
      payable, current portion
                                    
                                    
                                    55,850
                                    
                                    
                                    
                                    55,850Notes
      payable - related parties, current portion
                                    
                                    
                                    76,518
                                    
                                    
                                    
                                    72,140Total
      Current Liabilities
                                    
                                    
                                    368,378
                                    
                                    
                                    
                                    326,971TOTAL
      LIABILITIES
                                    
                                    
                                    368,378
                                    
                                    
                                    
                                    326,971STOCKHOLDERS'
      DEFICITPreferred
      stock, $0.001 par value; 10,000,000 shares authorized,none
      issued and outstanding
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Common
      stock, $0.001 par value; 100,000,000 shares authorized,500,000
      shares issued and outstanding
                                    
                                    
                                    500
                                    
                                    
                                    
                                    500Discount
      on common stock
                                    
                                    
                                    (500
                                    )
                                    
                                    
                                    (500
                                    )Accumulated
      deficit
                                    
                                    
                                    (299,746
                                    )
                                    
                                    
                                    (238,724
                                    )Total
      Stockholders' Deficit
                                    
                                    
                                    (299,746
                                    )
                                    
                                    
                                    (238,724
                                    )TOTAL
      LIABILITIES AND STOCKHOLDERS' DEFICIT
                                    
                                    $
                                    68,632
                                    
                                    
                                    $
                                    88,247


The
accompanying notes are an integral part of these financial
statements








17
 Table





SECURENETWERKS, INC.Statements
      of OperationsFor
      the Year EndedDecember
      31,2008
                                    
                                    
                                    2007NET
      REVENUESProduct
      revenue
                                    
                                    $
                                    187,889
                                    
                                    
                                    $
                                    300,941Service
      revenue
                                    
                                    
                                    74,067
                                    
                                    
                                    
                                    74,150Total
      Net Revenues
                                    
                                    
                                    261,956
                                    
                                    
                                    
                                    375,091OPERATING
      EXPENSESCost
      of sales - product
                                    
                                    
                                    157,644
                                    
                                    
                                    
                                    264,639Cost
      of sales - service
                                    
                                    
                                    46,806
                                    
                                    
                                    
                                    40,900Salaries
      and consulting
                                    
                                    
                                    22,808
                                    
                                    
                                    
                                    22,870Professional
      fees
                                    
                                    
                                    20,057
                                    
                                    
                                    
                                    28,747Selling,
      general and administrative
                                    
                                    
                                    43,631
                                    
                                    
                                    
                                    42,542Gain
      on settlement of debt
                                    
                                    
                                    (480
                                    )
                                    
                                    
                                    (8,108
                                    )Total
      Operating Expenses
                                    
                                    
                                    290,466
                                    
                                    
                                    
                                    391,590LOSS
      FROM OPERATIONS
                                    
                                    
                                    (28,510
                                    )
                                    
                                    
                                    (16,499
                                    )OTHER
      INCOME (EXPENSES)Interest
      expense
                                    
                                    
                                    (32,680
                                    )
                                    
                                    
                                    (34,318
                                    )Interest
      income
                                    
                                    
                                    168
                                    
                                    
                                    
                                    5,320Total
      Other Income (Expenses)
                                    
                                    
                                    (32,512
                                    )
                                    
                                    
                                    (28,998
                                    )LOSS
      BEFORE INCOME TAXES
                                    
                                    
                                    (61,022
                                    )
                                    
                                    
                                    (45,497
                                    )INCOME
      TAX EXPENSE
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -NET
      LOSS
                                    
                                    $
                                    (61,022
                                    )
                                    
                                    $
                                    (45,497
                                    )BASIC
      AND DILUTED:Net
      loss per common share
                                    
                                    $
                                    (0.12
                                    )
                                    
                                    $
                                    (0.09
                                    )Weighted
      average shares outstanding
                                    
                                    
                                    500,000
                                    
                                    
                                    
                                    500,000


The
accompanying notes are an integral part of these financial
statements





18
 Table






SECURE
      NETWERKS, INC.Statements
      of Stockholders' DeficitFor
      the Period January 1, 2007 through December 31, 2008TotalPreferred
      Stock
                  
                  
                  Common
      Stock
                  
                  
                  Discount
      on
                  
                  
                  Accumulated
                  
                  
                  Stockholders'Shares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Common
      Stock
                  
                  
                  Deficit
                  
                  
                  DeficitBalance,
      January 1, 2007
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  500,000
                  
                  
                  $
                  500
                  
                  
                  $
                  (500
                  )
                  
                  $
                  (193,227
                  )
                  
                  $
                  (193,227
                  )Net
      loss for the year endedDecember
      31, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (45,497
                  )
                  
                  
                  (45,497
                  )Balance,
      December 31, 2007
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500,000
                  
                  
                  
                  500
                  
                  
                  
                  (500
                  )
                  
                  
                  (238,724
                  )
                  
                  
                  (238,724
                  )Net
      income for the year endedDecember
      31, 2008
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (61,022
                  )
                  
                  
                  (61,022
                  )Balance,
      December 31, 2008
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  
                  500,000
                  
                  
                  $
                  500
                  
                  
                  $
                  (500
                  )
                  
                  $
                  (299,746
                  )
                  
                  
                  (299,746
                  )








The
accompanying notes are an integral part of these financial
statements





19
 Table





SECURENETWERKS, INC.Statements
      of Cash FlowsFor
      the Year EndedDecember
      31,2008
                            
                            
                            2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                            
                            $
                            (61,022
                            )
                            
                            $
                            (45,497
                            )Adjustments
      to reconcile net loss to netcash
      used by operating activities:Bad
      debt expense
                            
                            
                            15,305
                            
                            
                            
                            11,441Depreciation
                            
                            
                            -
                            
                            
                            
                            156Gain
      on settlement of debt
                            
                            
                            480
                            
                            
                            
                            (8,108
                            )Changes
      in operating assets and liabilities:Accounts
      receivable
                            
                            
                            (5,846
                            )
                            
                            
                            (26,765
                            )Inventory
                            
                            
                            (379
                            )
                            
                            
                            (1,718
                            )Loans
      receivable
                            
                            
                            (3,322
                            )
                            
                            
                            (3,826
                            )Accounts
      payable and accrued expenses
                            
                            
                            36,549
                            
                            
                            
                            80,456Net
      Cash Provided (Used) by Operating Activities
                            
                            
                            (18,235
                            )
                            
                            
                            6,139CASH
      FLOWS FROM INVESTING ACTIVITIES:
                            
                            
                            -
                            
                            
                            
                            -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from notes payable - related parties
                            
                            
                            4,378
                            
                            
                            
                            11,614Payment
      on notes payable - related parties
                            
                            
                            -
                            
                            
                            
                            (1,990
                            )Net
      Cash Provided by Financing Activities
                            
                            
                            4,378
                            
                            
                            
                            9,624NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                            
                            $
                            (13,857
                            )
                            
                            $
                            15,763CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
                            
                            
                            25,403
                            
                            
                            
                            9,640CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                            
                            $
                            11,546
                            
                            
                            $
                            25,403SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      Payments For:Interest
                            
                            $
                            2,445
                            
                            
                            $
                            4,104Income
      taxes
                            
                            $
                            -
                            
                            
                            $
                            -


The
accompanying notes are an integral part of these financial
statements





20
 Table
 SECURE NETWERKS, INC.
 Notes to
the Financial Statements
 December
31, 2008 and 2007




NOTE 1
      -
            ORGANIZATION
      AND DESCRIPTION OF BUSINESS




Secure
Netwerks, Inc. (the Company) was formed in the state of Utah on February 4,
2004, with authorized common stock of 10,000,000 shares.  The Company
was subsequently reincorporated in the State of Delaware on February 14, 2006
with authorized common stock of 100,000,000 shares and authorized preferred
stock of 10,000,000 shares.  Both classes of stock have a par value of
$0.001 per share.





The
Company was created as a wholly owned subsidiary of SportsNuts, Inc. to be a
computer and technology hardware and software reseller.  In addition
to supplying the computer hardware needs of SportsNuts, Secure Netwerks has
since provided its hardware sales and services to organizations in a variety of
industries.





Effective
March 1, 2007, the Company was spun off from SportsNuts, Inc. and each
shareholder of SportsNuts received stock in the Company on a pro rata
basis.





NOTE
      2 -
            SIGNIFICANT
      ACCOUNTING POLICIES





This
summary of significant accounting policies of the Company is presented to assist
in understanding the Company’s financial statements.  The financial
statements and notes are representations of the Company’s management who are
responsible for their integrity and objectivity.  These accounting
policies conform to accounting principles generally accepted in the United
States of America and have been consistently applied in the preparation of the
financial statements.  The following policies are considered to be
significant:





a.   Accounting
Method





The
Company recognizes income and expenses based on the accrual method of
accounting. The Company has elected a calendar year-end.





b.   Cash
and Cash Equivalents





Cash
equivalents are generally comprised of certain highly liquid investments with
original maturities of less than three months.





c.   Use
of Estimates in the Preparation of Financial Statements





The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles 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 date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





d.   Basic and Fully
Diluted Net Loss per Share of Common Stock





In
accordance with Financial Accounting Standards No. 128, “Earnings per Share,”
basic net loss per common share is based on the weighted average number of
shares








21
 Table
 SECURE
NETWERKS, INC.
 Notes to
the Financial Statements
 December
31, 2008 and 2007





NOTE
      2 -
            SIGNIFICANT
      ACCOUNTING POLICIES (Continued)





d.   Basic and Fully
Diluted Net Loss per Share of Common Stock (Continued)





outstanding
during the periods presented.  Diluted earnings per share is computed
using the weighted average number of common shares plus dilutive common share
equivalents outstanding during the period.  There are no common stock
equivalents as of December 31, 2008 and 2007.





December
      312008
                        
                        
                        2007Net
      loss (numerator)
                        
                        $
                        (61,022
                        )
                        
                        $
                        (45,497
                        )Weighted
      average shares outstanding (denominator)
                        
                        
                        500,000
                        
                        
                        
                        500,000Basic
      and fully diluted net loss per share amount
                        
                        $
                        (0.12
                        )
                        
                        $
                        (0.09
                        )





e.
            Allowance
      for Doubtful Accounts





Accounts
receivable are recorded net of the allowance for doubtful
accounts.  The Company generally offers 15-day credit terms on sales
to its customers and requires no collateral.  The Company maintains an
allowance for doubtful accounts which is determined based on a number of
factors, including each customer’s financial condition, general economic trends
and management judgment.  As of December 31, 2008 and 2007, the
allowance for doubtful accounts was $1,996 and $11,907,
respectively.  Bad debt expense was $15,305 and $11,441, for the years
ended December 31, 2008 and 2007, respectively.





f.
            Inventories





Inventories
are stated at the lower of average cost or market value.  When there
is evidence that the inventories value is less than original cost, the inventory
is reduced to market value.  Inventories consist of computer hardware
of $4,837 and $4,458 at December 31, 2008 and 2007, respectively.





g.
            Property
      and Equipment





Property
and equipment are stated at cost less accumulated
depreciation.  Depreciation is calculated using the straight-line
method over the estimated useful lives of the assets.  When assets are
disposed of, the cost and accumulated depreciation (net book value of the
assets) are eliminated and any resultant gain or loss reflected
accordingly.  Betterments and improvements are capitalized over their
estimated useful lives whereas repairs and maintenance expenditures on the
assets are charged to expense as incurred.





Life
                
                2008
                
                
                2007Computer
      Equipment
                3Years
                
                $
                2,807
                
                
                $
                2,807Less-Accumulated
      Depreciation
                
                
                
                (2,807
                )
                
                
                (2,807
                )Net
      Property and Equipment
                
                
                $
                - 0
      -
                
                
                $
                - 0
      -








22
 Table
 SECURE
NETWERKS, INC.
 Notes to
the Financial Statements
 December
31, 2008 and 2007





NOTE
      2 -
            SIGNIFICANT
      ACCOUNTING POLICIES (Continued)





g.
            Property
      and Equipment (Continued)





Depreciation
expense for the years ended December 31, 2008 and 2007 was $-0- and $156,
respectively.





h.   Revenue
Recognition





Products
and services provided by the Company are broken down into two main categories
for revenue recognition purposes, they are: off-the-shelf hardware/software
sales and technology related services.  The revenue recognition policy
for these categories is as follows:





Revenue
is recognized upon completion of services or delivery of goods where the sales
price is fixed or determinable and collectibility is reasonably
assured.  Advance customer payments are recorded as deferred revenue
until such time as they are recognized.  The Company does not offer
any cash rebates.  Returns or discounts, if any, are netted against
gross revenues.  For the years ended December 31, 2008 and 2007, sales
are recorded net of the allowance for returns and discounts of
$-0-.  Product sales were solely derived from the resale of
off-the-shelf hardware and software packages.  Product sales are not
warranted by the Company and may be subject only to warranties that may be
provided by the product manufacturer.





i.
            Recent
      Accounting Pronouncements





In
February 2007, the Financial Accounting Standards Board (“FASB”) issued FASB
Statement No. 159, “The Fair Value Option for Financial Assets and Financial
Liabilities — Including an Amendment of FASB Statement No. 115, Accounting for
Certain Investments in Debt and Equity Securities” (“SFAS No. 159”). SFAS No.
159 permits an entity to choose to measure many financial instruments and
certain items at fair value. The objective of this standard is to improve
financial reporting by providing entities with the opportunity to mitigate
volatility in reporting earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. SFAS No. 159 permits all entities to choose to measure eligible
items at fair value at specified election dates. Entities will report unrealized
gains and losses on items for which the fair value option has been elected in
earnings at each subsequent reporting date. The fair value option: (a) may be
applied instrument by instrument, with a few exceptions, such as investments
accounted for by the equity method; (b) is irrevocable (unless a new election
date occurs); and (c) is applied only to entire instruments and not to portions
of instruments. SFAS No. 159 is effective as of the beginning of an entity’s
first fiscal year that begins after November 15, 2007. Early adoption is
permitted. We are currently evaluating the impact that the adoption of SFAS No.
159 will have on our consolidated financial statements.





In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS
141(R)”). SFAS 141(R) replaces SFAS No. 141, “Business Combinations”, but
retains the requirement that the purchase method of accounting for acquisitions
be used for all business combinations. SFAS 141(R) expands on the disclosures
previously required by SFAS 141, better defines the acquirer and the acquisition
date in a business combination, and establishes principles for recognizing and
measuring the assets





23
 Table
 SECURE
NETWERKS, INC.
 Notes to
the Financial Statements
 December
31, 2008 and 2007





NOTE
      2 -
            SIGNIFICANT
      ACCOUNTING POLICIES (Continued)





i.
            Recent
      Accounting Pronouncements
(Continued)





acquired
(including goodwill), the liabilities assumed and any non-controlling interests
in the acquired business. SFAS 141(R) also requires an acquirer to record an
adjustment to income tax expense for changes in valuation allowances or
uncertain tax positions related to acquired businesses. SFAS 141(R) is effective
for all business combinations with an acquisition date in the first annual
period following December 15, 2008; early


adoption
is not permitted. The impact of SFAS 141(R) will have on our consolidated
financial statements will depend on the nature and size of acquisitions we
complete after we adopt SFAS 141(R).





In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51” (SFAS 160). SFAS
160 requires that non-controlling (or minority) interests in subsidiaries be
reported in the equity section of the company’s balance sheet, rather than in a
mezzanine section of the balance sheet between liabilities and equity. SFAS 160
also changes the manner in which the net income of the subsidiary is reported
and disclosed in the controlling company’s income statement. SFAS 160 also
establishes guidelines for accounting for changes in ownership percentages and
for deconsolidation. SFAS 160 is effective for financial statements for fiscal
years beginning on or after December 1, 2008 and interim periods within those
years; early adoption is not permitted. The adoption of SFAS 160 is not expected
to have a material impact on our financial position, results of operations or
cash flows.





In March
2008, the FASB issued SFAS No. 161 “Disclosures about Derivative
Instruments and Hedging Activities-an amendment of FASB Statement No.
133” (SFAS 161), which amends and expands the disclosure requirements of
SFAS 133 to provide an enhanced understanding of an entity’s use of derivative
instruments, how they are accounted for under SFAS 133 and their effect on the
entity’s financial position, financial performance and cash flows. The
provisions of SFAS 161 are effective for the period beginning after November 15,
2008. The adoption of SFAS 161 is not expected to have a material impact on our
financial position, results of operations or cash flows.





In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (SFAS 162), which will provide framework for
selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. generally accepted accounting
principles (GAAP) for nongovernmental entities. With the issuance of SFAS 162,
the GAAP hierarchy for nongovernmental entities will move from auditing
literature to accounting literature. The adoption of SFAS 162 is not expected to
have a material impact on our financial position, results of operations or cash
flows.





In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts” (SFAS 163). SFAS 163 clarifies how SFAS No. 60,
“Accounting and Reporting by
Insurance Enterprises”, applies to financial guarantee insurance
contracts issued by insurance enterprises, and addresses the recognition and
measurement of premium revenue and claim liabilities. It requires expanded
disclosures about contracts, and recognition of claim liability prior to an
event of default when there is evidence that credit deterioration has occurred
in an insured financial obligation. It also





24
 Table
 SECURE
NETWERKS, INC.
 Notes to
the Financial Statements
 December
31, 2008 and 2007





NOTE
      2 -
            SIGNIFICANT
      ACCOUNTING POLICIES (Continued)





i.
            Recent
      Accounting Pronouncements
(Continued)





requires
disclosure about (a) the risk-management activities used by an insurance
enterprise to evaluate credit deterioration in its insured financial
obligations, and (b) the insurance enterprise's surveillance or watch list. The
adoption of SFAS 163 is not expected to have a material impact on our financial
position, results of operations or cash flows.





j.      Income
Taxes





The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards Board (SFAS) No. 109, “Accounting for Income
Taxes.”  Under this method, deferred income taxes are determined based
on the difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which differences
are expected to reverse.  In accordance with the provisions of SFAS
No. 109, a valuation allowance would be established to reduce deferred tax
assets if it were more likely than not that all or some portion, of such
deferred tax assets would not be realized.  A full allowance against
deferred tax assets was provided as of December 31, 2008 and 2007.





At
December 31, 2008, the Company had net operating loss carryforwards of
approximately $102,000 which may be offset against future taxable income through
2028.  No tax benefit has been reported in the financial statements
because the potential tax benefits of the net operating loss carryforwards are
offset by a valuation allowance of the same amount.





Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carryforwards for Federal income tax reporting purposes are subject to
annual limitations.  Should a change in ownership occur, net operating
loss carryforwards may be limited as to future use.





Net
deferred tax assets consist of the following components as of December 31, 2008
and 2007:




2008
                  
                  
                  2007Deferred
      tax assets:NOL Carryover
                  
                  $
                  102,000
                  
                  
                  $
                  81,000Valuation
    allowance
                  
                  
                  (102,000
                  )
                  
                  
                  (81,000
                  )Net
      deferred tax asset
                  
                  $
                  -
                  
                  
                  $
                  -





The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 34% to pretax income
from continuing operations for the years ended December 31, 2008 and 2007 due to
the following:





25
 Table
 SECURE
NETWERKS, INC.
 Notes to
the Financial Statements
 December
31, 2008 and 2007





NOTE
      2 -
            SIGNIFICANT
      ACCOUNTING POLICIES (Continued)





2008
                    
                    
                    2007Current
      Federal Tax
                    
                    $
                    -
                    
                    
                    $
                    -Current
      State Tax
                    
                    
                    -
                    
                    
                    
                    -Change
      in NOL Benefit
                    
                    
                    21,000
                    
                    
                    
                    15,000Valuation
      allowance
                    
                    
                    (21,000
                    )
                    
                    
                    (15,000
                    )$
                    -
                    
                    
                    $
                    -





k.   Gain
on Settlement of Debt





The gain
on settlement of debt arises from the write-off of certain old accounts and
notes payable by the Company pursuant to a legal opinion from the Company’s
attorney and CEO.  The gain on settlement of debt associated with
these write-offs amounted to $480 and $8,108, respectively at December 31, 2008
and 2007.





l.
            Concentrations
      of Credit Risk





Financial
instruments that potentially subject the Company to concentrations of credit
risks consist of cash and cash equivalents.  The Company places cash
and cash equivalents at well known quality financial
institutions.  Cash and cash equivalents at banks are insured by the
Federal Deposit Insurance Corporation for up to $250,000.  The Company
did not have any cash or cash equivalents in excess of this amount at December
31, 2008 and 2007.





NOTE
      3 -
            RELATED
      PARTY TRANSACTIONS





The
      Company issued certain promissory notes to individuals as disclosed in
      Note 5.  The individuals consist of an officer of the Company
      and a director of the Company.  The Company received advances of
      $4,378 and $11,614, respectively; and made payments on these advances of
      $-0- and $1,990, respectively, during the years ended December 31, 2008
      and 2007.





NOTE
      4 -
            NOTES
      PAYABLE




Notes
      payable consisted of the following:
                
                December
      31,
                  2008
                
                
                December
      31,
                  2007Note
      payable to a company, interest at 24% per annum, due on demand,
      unsecured
                
                $
                7,100
                
                
                $
                7,100Notes
      payable to individuals, interest at 10% per annum, due on demand,
      unsecured
                
                
                48,750
                
                
                
                48,750Total
      Notes Payable
                
                
                55,850
                
                
                
                55,850Less:
      Current Portion
                
                
                (55,850
                )
                
                
                (55,850
                )Long-Term
      Notes Payable
                
                $
                -
                
                
                $
                -





26
 Table
 SECURE
NETWERKS, INC.
 Notes to
the Financial Statements
 December
31, 2008 and 2007





NOTE 4 –
NOTES PAYABLE (Continued)





Accrued
interest at December 31, 2008 and 2007 was $27,736 and $14,612,
respectively.





NOTE 5
-  NOTES PAYABLE – RELATED PARTIES





Notes
      payable – related parties consisted of the following:
                    
                    December
      31,
                      2008
                    
                    
                    December
      31,
                      2007Note
      payable to a related individual, interest at 24%  per annum, due
      on demand, unsecured
                    
                    $
                    45,268
                    
                    
                    $
                    40,890Note
      payable to a related individual, interest at 10%  per annum, due
      on demand, unsecured
                    
                    
                    6,250
                    
                    
                    
                    6,250Note
      payable to a related individual, interest at 10% per annum, due on demand,
      unsecured
                    
                    
                    25,000
                    
                    
                    
                    25,000Total
      Notes Payable – Related Parties
                    
                    
                    76,518
                    
                    
                    
                    72,140Less:
      Current Portion
                    
                    
                    (76,518
                    )
                    
                    
                    (72,140
                    )Long-Term
      Notes Payable – Related Parties
                    
                    $
                    -
                    
                    
                    $
                    -





Accrued
interest at December 31, 2008 and 2007 was $82,749 and $59,106,
respectively.





NOTE 6
-   EQUITY TRANSACTIONS





500,000
common shares of Secure Networks, Inc. (Utah) were issued to the incorporator
upon incorporation which included the assumption of $25,196 in liabilities
resulting in an additional paid-in capital deficit of $25,696 upon
issuance.





500,000
common shares of Secure Netwerks, Inc. (Delaware) were issued on the basis of
1-for-1 for all of the outstanding shares of Secure Networks, Inc. (Utah) as
part of the Company’s reincorporation into the State of Delaware.  All
references to shares issued


and
outstanding in the financial statements have been retroactively restated to
reflect the effects of this change in capital structure.





On
February 14, 2006, the Board of Directors approved the Company’s amended and
restated Articles of Incorporation (Amendment).  The Amendment
increases the authorized shares of common stock from 10,000,000 to 100,000,000
shares.  The Amendment also provides for a new class of preferred
stock with 10,000,000 shares


authorized.  The
rights and preferences of the preferred stock have yet to be
determined.  Both common and preferred stock have a par value of
$0.001.





NOTE 7
-   FINANCIAL INSTRUMENTS





Statement
of Financial Accounting Standards No. 107 (SFAS 107), “Disclosures about Fair
Value of Financial Instruments” requires disclosure of the fair value of
financial instruments held by the Company.  SFAS 107 defines the fair
value of a financial instrument as the amount at which the instrument could be
exchanged in a current





27
 Table
 SECURE
NETWERKS, INC.
 Notes to
the Financial Statements
 December
31, 2008 and 2007




NOTE 7 –
FINANCIAL INSTRUMENTS (Continued)








transaction
between willing parties.  The following methods and assumptions were
used to estimate fair value:





The
carrying amount of cash equivalents, accounts receivable, accounts payable and
notes payable approximate fair value due to their short-term
nature.





NOTE
      8 -
            GOING
      CONCERN





The
      accompanying financial statements have been prepared assuming that the
      Company will continue as a going concern, which contemplates the
      realization of assets and satisfaction of liabilities in the normal course
      of business. The Company has a working capital deficit, negative cash
      flows from operations and has sustained net losses from inception which
      have resulted in an accumulated deficit at December 31, 2008 of
      approximately $299,000 and has experienced periodic cash flow
      difficulties, all of which raise substantial doubt regarding the Company’s
      ability to continue as a going
concern.





To date
the Company has funded its operations through a combination of loans. The
Company anticipates another net loss for the year ended December 31, 2009 and
with the expected cash requirements for the coming year, there is substantial
doubt as to the Company’s ability to continue operations.





The
      Company believes these conditions have resulted from the inherent risks
      associated with small startup technology-oriented companies. Such risks
      include, but are not limited to, the ability to (i) generate revenues and
      sales of its products and services at levels sufficient to cover its costs
      and provide a return for investors, (ii) attract additional capital in
      order to finance growth, (iii) further develop and successfully market
      commercial products and services, and (iv) successfully compete with other
      comparable companies having financial, production and marketing resources
      significantly greater than those of the
Company.





The
      Company is attempting to improve these conditions by way of financial
      assistance through issuances of additional equity and by generating
      revenues through sales of products and
services.





NOTE
      9 -
            LOANS
      RECEIVABLE – RELATED PARTIES





From
      time to time, the Company makes advances to employees.  These
      advances have been recorded as Loans receivable – related parties and
      amounted to $9,197 and $4,425 as of December 31, 2008 and 2007,
      respectively.





NOTE
      10 -
            COMMITMENTS
      & CONTINGENICES





The
      Company has a month to month lease agreement which is currently in the
      amount of $900 per month.  Rent expense was $10,800 and $16,000,
      respectively, for the years ended December 31, 2008 and
    2007.





28
 Table





ITEM
9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE





None.





ITEM
9A:  CONTROLS AND PROCEDURES




Management’s
Report on Disclosure Controls and Procedures






We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to our
management, to allow for timely decisions regarding required
disclosure.






As of
December 31, 2008, the end of our fiscal year covered by this report, we carried
out an evaluation, under the supervision of our Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, we concluded that
our disclosure controls and procedures were effective as of the end of the
period covered by this annual report.  Our board of directors has only
one member.  We do not have a formal audit committee.






Management’s
Report on Internal Control over Financial Reporting






Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Securities Exchange Act, as amended). In fulfilling this responsibility,
estimates and judgments by management are required to assess the expected
benefits and related costs of control procedures. The objectives of internal
control include providing management with reasonable, but not absolute,
assurance that assets are safeguarded against loss from unauthorized use or
disposition, and that transactions are executed in accordance with management’s
authorization and recorded properly to permit the preparation of consolidated
financial statements in conformity with accounting principles generally accepted
in the United States. Our management assessed the effectiveness of our internal
control over financial reporting as of December 31, 2008. In making this
assessment, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated
Framework. Our management has concluded that, as of December 31, 2008,
our internal control over financial reporting is effective in providing
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with US
generally accepted accounting principles.






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.






Inherent
limitations on effectiveness of controls







29
 Table







Internal
control over financial reporting has inherent limitations which include but is
not limited to the use of independent professionals for advice and guidance,
interpretation of existing and/or changing rules and principles, segregation of
management duties, scale of organization, and personnel factors. Internal
control over financial reporting is a process which involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements on a timely basis, however these inherent limitations
are known features of the financial reporting process and it is possible to
design into the process safeguards to reduce, though not eliminate, this risk.
Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.






Changes
in Internal Control over Financial Reporting






There
have been no significant changes in our internal controls over financial
reporting that occurred during the year ended December 31, 2008 that have
materially or are reasonably likely to materially affect, our internal controls
over financial reporting.




ITEM
9B:  OTHER INFORMATION





None.





PART
III





ITEM
9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
ACT





Directors and Executive
Officers





Name
            Age
            Position(1)Walter
      Pera
            64
            Chairman
      of the BoardChene
      Gardner
            44
            Chief
      Executive Officer, Chief Financial Officer and DirectorKenneth
      I. Denos
            41
            Director





(1)           Officers
hold their position at the pleasure of the board of directors, absent any
employment agreement.





Walter Pera, age 64, is the
Chairman of the board of directors of Secure Netwerks.  Mr. Pera was
appinted as Chairman of the board of directors of Secure Netwerks in March,
2004.  Mr. Pera has been the Chairman of the board of directors of
Secure Netwerks since its inception.  Mr. Pera also serves as the
President of RTW Management, Inc., a transportation provider and management
company, and has served in this capacity since September 2003.  Mr.
Pera is also the President and principal of 32 Enterprises LLC which owns
Exchange night club, operating in Salt Lake City, Utah, and has served in this
capacity since February 2007.  Mr. Pera was President of EcourseMaster
Inc., an internet-based education company specializing in developing and
deploying specialized training over the internet for





30
 Table





corporate
clients from March 2001 until April 2003.  Mr. Pera holds a Bachelor
of Science degree in electrical engineering from Colorado State University, and
a Masters in Business Administration from


Brigham
Young University.  Mr. Pera served in the United States Navy from 1962
to 1966.  Mr. Pera is not a director of any other company filing
reports pursuant to the Securities Exchange Act of 1934.





Chene Gardner, age 44, is the
Chief Executive Officer and Chief Financial Officer of Secure Netwerks and a
member of the Secure Netwerks board of directors.  Mr. Gardner was
appointed Chief Executive Officer, Chief Financial Officer and member of the
board of directors of Secure Netwerks in March, 2004.  Mr. Gardner has
been the Chief Financial Officer of Secure Netwerks since its
inception.  Mr. Gardner also serves as the financial controller for
SportsNuts, Inc., the ex-parent corporation of Secure Netwerks, and has served
in this capacity since September, 1999.   Mr. Gardner has been
the Chief Financial Officer and member of the board of directors of Cancer
Therapeutics, Inc., a cancer biotherapy company since May 2004.  Mr.
Gardner has served as the Chief Executive Officer of Global Networks, Inc., an
advertising company from March, 2005 to the present.  Mr. Gardner has
also served as the Chief Financial Officer and member of the board of directors
of Synerteck, Inc., an IT service provider and a filer or reports pursuant to
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 from April, 2001
until December 2005.   From January, 1997 to September, 1999, Mr.
Gardner served as Financial Manager for Aluminum Builders, Inc., a producer of
various home improvement items.  Mr. Gardner also has five years of
auditing and accounting experience with the firm of Deloitte & Touche LLP
from June 1990 to August, 1995, serving clients in the banking, manufacturing,
and retail industries.  Mr. Gardner holds Bachelor and Master of
Accounting degrees from Weber State University.  Mr. Gardner is not a
director of any other company filing reports pursuant to the Securities Exchange
Act of 1934.





Kenneth I. Denos, age 41, has
been a member of the board of directors of Secure Netwerks since its formation
in March, 2004.  Mr. Denos also serves as the Chief Executive Officer
and a director of SportsNuts, Inc., the parent corporation of Secure
Netwerks  and a filer or reports pursuant to Sections 13(a) and 15(d)
of the Securities Exchange Act of 1934.  Mr. Denos has served as a
member of the SportsNuts, Inc. board of directors since April, 1999 and has
served as its Chief Executive Officer since March, 2000.  From April,
1999 until March, 2000, he served as Executive Vice President and General
Counsel for SportsNuts.  From November, 1998 until April, 1999, he
served as Executive Vice President of SportsNuts.com, Inc., a privately held
corporation in which a controlling interest was acquired by SportsNuts, Inc.
(the parent corporation of Secure Netwerks ) in April,
1999.   Since May 2007, Mr. Denos has served as the Chief
Executive Officer of MCC Global N.V. (FSE:IQF2), an Amsterdam-based business
advisory firm. Since June 2005, Mr. Denos has served as the member of the board
of directors of Moore, Clayton Capital Advisors, Inc., an investment advisor to
Equus Total Return, Inc. (NYSE:EQS)  and registered pursuant to the
Investment Advisors Act of 1940.  Mr. Denos has been the CEO of Equus
Total Return, Inc (NYSE:EQS), registered investment company pursuant to the
Investment Company Act of 1940, since August, 2007.  In March, 2008,
he was appointed to the board of directors of Equus Total
Return.  From January, 2004 until October, 2005, Mr. Denos served on
the board of directors of Healthcare Enterprise Group PLC (LSE:HCEG), a
London-based healthcare products distribution firm.  From February,
2005 until February, 2007, Mr. Denos served on the board of directors of Tersus
Energy PLC (LSE:TER), a London-based alternative/renewable energy
company.  From March 2001 until December 2005, Mr. Denos also served
as a Synerteck Incorporated member of the board of directors, a filer or reports
pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of
1934.  From March, 1996 until November, 1998, Mr. Denos was an
attorney with the Salt Lake City-based law firm of Jones, Waldo, Holbrook &
McDonough, P.C.    Mr. Denos is a licensed attorney in the
State of Utah and is a member of the American Bar Association.  Mr.
Denos holds a Bachelor of Science degree in Business Finance and Political
Science, a Master of Business Administration Degree, and a Juris Doctor,
all


received
from the University of Utah.  Other than SportsNuts, Inc., Mr. Denos
is not a director of any other company filing reports pursuant to the Securities
Exchange Act of 1934.





Compensation
of Directors





31
 Table








Although
we anticipate compensating the members of the Secure Netwerks board of directors
in the future at industry levels, the current members are not paid cash
compensation for their service as directors.  Each director may be
reimbursed for certain expenses incurred in attending board of
directors


and
committee meetings.  We are contemplating the issuance of stock or
stock options of shares of Secure Netwerks to our directors for their service on
the Secure Netwerks board of directors.





Board of Directors Meetings and
Committees





Although various items were reviewed
and approved by the board of directors during 2007, the board of directors held
no formal meetings during the fiscal year ended December 31, 2007.





Secure Netwerks does not have Audit or
Compensation Committees of the board of directors because each director of
Secure Netwerks reviews the financial statements and independent audits of
Secure Netwerks.





Code
of Ethics





We have adopted a code of ethics that
applies to all of our executive officers and senior financial officers
(including our chief executive officer, chief financial officer and any person
performing similar functions). A copy of our code of ethics is publicly
available on our website at www.securenetwerks.com under the caption
­­­­“INVESTORS."  If we make any substantive
amendments to our code of ethics or grant any waiver, including any implicit
waiver, from a provision of the code to our chief executive officer, chief
financial officer, chief accounting officer or controller, we will disclose the
nature of such amendment or waiver in a report on Form 8-K.





Section 16(a) Beneficial Ownership
Reporting Compliance





We are
required to identify each person who was an officer, director or beneficial
owner of more than 10% of our registered equity securities during our most
recent fiscal year and who failed to file on a timely basis reports required by
Section 16(a) of the Securities Exchange Act of 1934.





For the 2007 fiscal year we are unaware
of any officer, director or beneficial owner of more that 10% of our registered
equity securities who failed to file reports on a timely basis in accordance
with Section 16(a) of the Securities Exchange Act of 1934.





ITEM
11.  EXECUTIVE COMPENSATION





The
following table sets forth certain information regarding the annual and
long-term compensation for services rendered in all capacities during the fiscal
year ended December 31, 2007, 2006 and 2005 by Chene Gardner our Chief Executive
Officer and Chief Financial Officer.  Mr. Gardner was appointed as
Chief Executive Officer and Chief Financial Officer in March,
2004.  No other executive officer of Secure Netwerks received more
than $100,000 in total salary and bonus.  Although Secure Netwerks
may, in the future, adopt a stock option plan or a stock bonus plan, no such
plans exist.





32
 Table








Summary Compensation
Table


Annual Compensation
                  
                  Long-Term
                    CompensationName and
                    Principal Position
                  Year
                  
                  Salary
                  
                  Bonus
                  
                  Securities
                    Underlying
                    Options
                  
                  
                  All Other
                    CompensationChene
      Gardner
                  2008
                  
                  $
                  12,000
                  
                  
                  
                  $
                  0
                  
                  
                  $
                  0CEO
      and CFO
                  2007
                  
                  $
                  12,000
                  
                  
                  
                  $
                  0
                  
                  
                  $
                  02006
                  
                  $
                  12,000
                  
                  
                  
                  $
                  0
                  
                  
                  $
                  0





Employment
Agreements





None of our executive officers are
subject to an employment agreement with Secure Netwerks.





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





On March 1, 2007, Secure Netwerks was
spun-off of SportsNuts, Inc., a Delaware corporation traded on the OTC
Electronic Bulletin Board and a filer of reports pursuant to Sections 13(a) and
15(d) of the Securities Exchange Act of 1934.  As of March 1, 2007 all
of the shareholders of SportsNuts received their pro-rata ownership of Secure
Netwerks.  Secure Netwerks  has no shares of preferred
stock, options, warrants, rights or other instruments convertible into shares of
common stock outstanding.





Beneficial Ownership of Secure
Netwerks





The following table sets forth certain
information regarding the beneficial ownership of Secure Netwerks’ common stock
(par value $0.001 per share) as of March 25, 2009 by (i) each person (or group
of affiliated persons) who is known by us to beneficially own more than 5% of
the outstanding shares of Secure Netwerks’ common stock, (ii) each person who
has served as a director or executive officer of Secure Netwerks from 2006 to
2008, and (iii) all persons who have served as a director or executive officer
of Secure Netwerks during such years as a group.  As of such date,
Secure Netwerks had 500,000 shares of common stock
outstanding.  Unless indicated otherwise, the address for each
officer, director, and 5% shareholder is c/o Secure Netwerks, 10757 South River
Front Parkway, Suite 125, South Jordan, Utah 84095.





Common StockDirectors,
      Executive Officers,
                    5% Stockholders
                  Number
                  Percent
      of  Class(1)Chene
      Gardner(2)
                  0
                  0%Walter
      Pera(3)
                  0
                  0%Kenneth
      Denos(4)
                  12,657
                  2.53%Prestbury
      Investment Holdings Limited(5)
                  103,033
                  20.61%Nigel
      Wray(6)
                  103,033
                  20.61%Nicholas
      Leslau(7)
                  103,033
                  20.61%Gardner
      Management, Inc. Profit Sharing Plan and Trust(8)
                  50,584
                  10.12%Moore,
      Clayton & Co., Inc.(9)
                  4,415
                  0.88%Todd
      Shell(10)
                  35,002
                  7.00%All
      directors and officers as a group
                    (3
      people)
                  12,657
                  2.53%





33
 Table





(1) For
each shareholder, the calculation of percentage of beneficial ownership is based
upon 500,000 shares of Common Stock outstanding as of March 25, 2009, and shares
of Common Stock subject to options, warrants and/or conversion rights held by
the shareholder that are currently exercisable or exercisable within 60 days,
which are deemed to be outstanding and to be beneficially owned by the
shareholder holding such options, warrants, or conversion rights.  The
percentage ownership of any shareholder is determined by assuming that the
shareholder has exercised all options, warrants and conversion rights to obtain
additional securities and that no other shareholder has exercised such
rights.  Except as otherwise indicated below, the persons and entity
named in the table have sole voting and investment power with respect to all
shares of Common Stock shown as beneficially owned by them, subject to
applicable community property laws.





(2) Chief
Executive Officer, Chief Financial Officer and Director of Secure
Netwerks.





(3)
Chairman of the Board of Directors of Secure Netwerks.





(4)
Director of Secure Netwerks.  Includes 8,242 shares of Common Stock of
Secure Netwerks held directly by Mr. Denos. Because Mr. Denos is a member of the
Board of Directors of Moore, Clayton & Co., Inc. (“MCC”), this number also
includes 4,415 shares held directly by MCC.





(5)
Shareholder of Secure Netwerks.  Includes 103,033 shares held directly
by Prestbury Investment Holdings Limited (“PIHL”).





(6)
Principal of PIHL and, together with Mr. Nicholas Leslau, the controlling
shareholders of PIHL.  Includes 103,033 shares of Common Stock of
Secure Netwerks held directly by PIHL.





(7)
Principal of PIHL and, together with Mr. Nigel Wray, the controlling
shareholders of PIHL.  Includes 103,.033 shares of Common Stock of
Secure Netwerks held directly by PIHL.





(8)
Shareholder of Secure Netwerks.  Includes 50,584 shares of Common
Stock held directly by Gardner Management, Inc. Profit Sharing Plan and
Trust.





(9)
Shareholder of Secure Netwerks.  Includes 4,415 shares of Common Stock
held directly by MCC.





(10)
Shareholder of Secure Netwerks.  Includes 24,699 shares of Common
Stock held directly by Mr. Shell and 10,303 shares of Common Stock held by Kelli
Shell, the wife of Mr. Shell.





ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Upon the
formation of Secure Netwerks in March 2004, SportsNuts paid $0 for 500,000
shares of Secure Netwerks common stock and up until March 1, 2007, Secure
Netwerks’ sole shareholder.  The consideration paid by SportsNuts in
receiving the shares of Secure Netwerks was in exchange for the assumption of
$25,196 in liabilities resulting in an additional paid in capital deficit of
$25,696 upon issuance.





Secure
Netwerks is subject to a month-to-month sublease with Acadia Properties, LLC,
for the use of office and hardware facilities.  We pay Acadia
Properties, LLC a rental fee of $1,200 per month, which may increase as our
business grows.  Secure Netwerks’ rental fee is based on exclusive
usage of approximately one-eighth of the office space of Acadia Properties, LLC,
which pays an aggregate rental rate of $10,500 per month and is comparable to
rents charged to other subtenants of Acadia Properties, LLC.  We
utilize these facilities for the operation of our day-to-day
business.  As Secure Netwerks grows and expands, we may seek
alternative arrangements for our executive offices and operations elsewhere in
the Salt Lake City metropolitan area.  Secure Netwerks’ sublease with
Acadia Properties, LLC is attached as an exhibit to this registration
statement.  Kenneth Denos is a principal of Acadia Properties, LLC and
is a director of Secure Netwerks.





As of June 10, 2004, $80,000 was loaned
to Secure Netwerks in the form of the payment of outstanding liabilities on
behalf of the Company, and on January 1, 2005, Secure Netwerks issued 4
promissory notes to the following individuals to formalize these non-cash
payments in the prior year:





·
            Chene
      Gardner ($6,250), the Chief Executive Officer of Secure
      Netwerks;


·
            Kenneth
      Denos ($25,000), Director of Secure
Netwerks;


·
            John
      Thomas ($25,000), Secure Netwerks’ corporate counsel;
  and


·
            Travis
      Pera ($23,750), son of Walter Pera, Chairman of the board of directors of
      Secure Netwerks.





34
 Table








The notes
each mature upon demand, are unsecured, and bear interest at the rate of ten
percent per annum.





ITEM
14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES





Change in Auditors





On or
about January 1, 2009, we were notified that effective January 1, 2009, the
audit partner of Bouwhuis, Morrill & Company, LLC (“BMC”) our auditors,
joined Chisholm, Bierwolf & Nilson, LLC (“CBN”) which became Chisholm,
Bierwolf, Nilson & Morrill, LLC (“CBNM”).  As a result, BMC
resigned as our independent registered public accounting firm and CBNM was
formally engaged as our new independent registered public accounting
firm. The decision to retain CBNM as our certifying public accountant was
authorized and approved by our board of directors.





During
the period from the engagement of the former auditors through the date of the
resignation of the former auditors, including the registrant’s most recent
fiscal year and the subsequent interim period, there were no disagreements with
the former auditors,  whether or not resolved, on any matter of
accounting principles or practices, financial statements disclosure, or auditing
scope or procedure, which, if not resolved to the former auditor’s satisfaction,
would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report.





The
reports of BMC did not contain any adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles.





Fees Billed For Audit and Non-Audit
Services





The following table represents the
aggregate fees billed for professional audit services rendered to the Company by
Bouwhuis, Morrill & Company, LLC, our current independent auditor, (“BMC”)
for the audit of the Company’s annual financial statements for the years ended
December 31, 2008 and 2007, and all fees billed for other services rendered by
BMC during those periods.





Year Ended December 31
              2008
              
              2007Audit
      Fees(1)
              $           7,100
              
              $          7,125Audit-Related
      Fees(2)
              0
              
              0Tax
      Fees(3)
              0
              
              0All
      Other Fees(4)
              0
              
              0Total
      Accounting Fees and Services
              $           7,100
              
              $          7,125





(1)
Audit Fees. These are fees for professional services for the audit of the
Company’s annual financial statements, and for the review of the financial
statements included in the Company’s filings on Form 10-KSB, and for services
that are normally provided in connection with statutory and regulatory filings
or engagements.





(2)  Audit-Related
Fees. These are fees for the assurance and related services reasonably related
to the performance of the audit or the review of the Company’s financial
statements.





(3)
Tax Fees. These are fees for professional services with respect to tax
compliance, tax advice, and tax planning.





35
 Table








(4)
All Other Fees. These are fees for permissible work that does not fall within
any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax
Fees.





ITEM
15:  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





(a)
            Documents
      Filed as a Part of this Report





(1)
            Financial
      Statements





See
      “Item 8 - Financial Statements Required by Form
  10-K”





(2)
            Financial
      Statement Schedules





The following Financial Statement
Schedules of the Company, together with the report of


Bouwhuis
Morrill & Company, LLC, the Company’s independent registered public
accounting firm, thereon are filed as part of this Report on Form 10-K as listed
below and should be read in conjunction with the consolidated financial
statements of the Company:





Report of
Chisholm, Bierwolf, Nilson & Morrill, LLC, Independent Accountants, on
Financial Statement Schedules for 2008.





Report of
Bouwhuis Morrill & Company, LLC, Independent Accountants, on Financial
Statement Schedules for 2007.





(3)
            Exhibits


See
      “Index to Exhibits.”





(b)
            Reports
      on Form 8-K





No reports on Form 8-K were filed
during the year ended December 31, 2008.








36
 Table





ITEM
1.  INDEX TO EXHIBITS





Exhibit
              Number
            
            Title of Document3.1
            
            Certificate
      of Incorporation of Secure Netwerks, Inc., a Delaware
      corporation.(1)3.2
            
            Bylaws
      of Secure Netwerks, Inc., a Delaware corporation.(2)10.1
            
            Sublease
      Agreement between the Registrant and Acadia Properties, LLC
      (3)10.2
            
            Form
      Purchase Contract (4)10.3
            
            Promissory
      Note Issued to Chene Gardner (5)10.4
            
            Promissory
      Note Issued to Travis Pera (6)10.5
            
            Promissory
      Note Issued to John Thomas (7)10.6
            
            Promissory
      Note Issued to Kenneth Denos (8)10.7
            
            Equipment
      Lease between Secure Netwerks and Velocity Capital LLC (9)23.1
            
            Consent
      of Bouwhuis, Morrill & Company, LLC. (10)31
            
            Certification
      by Chief Executive Officer and Chief Financial Officer, Chene
              Gardner,
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.32
            
            Certification
      by Chief Executive Officer and Chief Financial Officer, Chene Gardner,
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.





(1)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form 10 SB12G,
      deemed effective by the Commission on January 17,
  2007.


(2)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form 10 SB12G,
      deemed effective by the Commission on January 17,
  2007.


(3)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form 10 SB12G,
      deemed effective by the Commission on January 17,
  2007.


(4)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form 10 SB12G,
      deemed effective by the Commission on January 17,
  2007.


(5)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form 10 SB12G,
      deemed effective by the Commission on January 17,
  2007.


(6)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form 10 SB12G,
      deemed effective by the Commission on January 17,
  2007.


(7)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form 10 SB12G,
      deemed effective by the Commission on January 17,
  2007.


(8)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form 10 SB12G,
      deemed effective by the Commission on January 17,
  2007.


(9)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form 10 SB12G,
      deemed effective by the Commission on January 17,
  2007.


(10)
            Filed
      as an Exhibit to the Company’s Registration Statement on Form 10 SB12G,
      deemed effective by the Commission on January 17,
  2007.








37
 Table





SIGNATURES





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











SECURE NETWERKS, INC.





Date:
            March
      31, 2009
            
            By:
            /s/
      Chene GardnerChene
      GardnerChief
      Executive Officer





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





Signature
            
            Title
            
            Date/s/Walter
      Pera
            
            Director
            
            March
      31, 2009/s/ Chene Gardner
            
            Director,
      Chief Executive Officer and Chief Financial Officer
            
            March
      31, 2009/s/Kenneth
      Denos_
            
            Director
            
            March
      31, 2009