U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-Q

(Mark One)

[X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934
For the quarterly period ended March 31, 2006
                                       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: 000-24684

                            ZENEX INTERNATIONAL, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Colorado                                       73-1587867
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)

                           1601 N.W. Expressway
                          Oklahoma City, Oklahoma                  73118
                 ----------------------------------------        ----------
                 (Address of principal executive offices)        (Zip Code)

                                 (405) 810-2969
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             Yes [x]   No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.

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

On March 31, 2006, we had outstanding 49,937,921 shares of our common stock,
$.001 par value.

<PAGE>

                            ZENEX INTERNATIONAL, INC.
                          QUARTERLY REPORT ON FORM 10-Q
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006

                                Table of Contents

                                                                     Page
                                                                     ----
   Part I - Financial Information                                     1
   Item 1. Financial Statements                                       1
   Consolidated Balance Sheets                                        1
   Consolidated Statements of Operations                              3
   Consolidated Statements of Cash Flows                              4
   Notes to Consolidated Financial Statements                         6
   Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations            14
   Item 3. Quantitative and Qualitative Disclosures
            About Market Risk                                        19
   Item 4. Controls and Procedures                                   19
   Part II - Other Information                                       19
   Item 1. Legal Proceedings                                         19
   Item 1A. Risk Factors                                             20
   Item 2. Unregistered Sales of Equity Securities
            and Use of Proceeds                                      20
   Item 3. Defaults Upon Senior Securities                           20
   Item 4. Submission of Matters to a Vote of Security
            Holders                                                  20
   Item 5. Other Information                                         20
   Item 6. Exhibits                                                  20

<PAGE>

           Cautionary Statement Regarding Forward Looking Information

     This quarterly report on Form 10-Q includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which can be identified by the use of
forward-looking terminology such as: "may", "might", "could", "would",
"believe", "expect", "intend", "plan", "seek", "anticipate", "estimate",
"project" or "continue" or the negative thereof or other variations thereon or
comparable terminology. All statements other than statements of historical fact
included in this report on Form 10-Q, including without limitation, the
statements under "Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operation" and located elsewhere herein regarding our
financial position and liquidity are forward-looking statements. These
forward-looking statements also include, but are not limited to:

o    our ability to expand our markets and maintain or increase profit margins;

o    actions of our competitors; and

o    statements regarding our anticipated revenues, expense levels, liquidity
     and capital resources and projections of positive operating cash flow.

     Although we believe the expectations reflected in such forward-looking
statements are reasonable, we can give no assurance such expectations will prove
to be correct.

     These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by such forward-looking statements. All
subsequent written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by these
cautionary statements. We assume no duty to update or revise our forward-looking
statements based on changes in our internal estimates or expectations or
otherwise.

<PAGE>

                          PART I FINANCIAL INFORMATION

Item 1.   Financial Statements
<TABLE>
                                      ZENEX INTERNATIONAL, INC.
                                     CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                         March 31,                 December 31,
                                                           2006                        2005
                                                       (Unaudited)
                                                     ------------------       ---------------------
<S>                                                  <C>                     <C>
                              Assets

Current Assets
   Cash                                              $       7,542,094       $      22,330,751
   Accounts receivable, net of allowance
     for doubtful accounts                                   3,719,332               4,614,895
   Costs and estimated earnings in excess of
     billings on uncompleted contracts                       1,814,065               2,158,971
   Income tax receivable                                       199,895                       -
   Prepaid expenses                                            153,205                 168,839
   Employee and other receivables, net of
      allowance for doubtful accounts                           18,846                  16,199
                                                      ---------------------   ---------------------
                                                            13,447,437              29,289,655
                                                      ---------------------   ---------------------


Non-Current Related Party Receivable                         1,825,268               1,801,133
                                                      ---------------------   ---------------------


Property and Equipment
   Field and shop equipment                                    681,966                 637,565
   Office furniture and equipment                              334,666                 228,927
   Transportation equipment                                  1,239,610               1,107,193
   Leasehold improvements                                      200,427                  96,001
                                                      ---------------------   ---------------------
                                                             2,456,669               2,069,686
   Less:  accumulated depreciation                            (963,025)               (879,737)
                                                      ---------------------   ---------------------
                                                             1,493,644               1,189,949
                                                      ---------------------   ---------------------
Other
   Investments                                                 436,845                 423,110
                                                      ---------------------   ---------------------

                                                     $      17,203,194       $      32,703,847
                                                      =====================   =====================
</TABLE>

See accompanying notes.

<TABLE>
                                      ZENEX INTERNATIONAL, INC.
                                     CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                              March 31,              December 31,
                                                                2006                    2005
                                                            (Unaudited)
                                                         ---------------------  --------------------
<S>                                                     <C>                    <C>
    Liabilities and Shareholders' Equity

Current Liabilities
   Current portion of long-term debt                    $                   -  $          213,410
   Accounts and subcontract payables                                1,984,965          11,825,466
   Accrued liabilities                                                338,055             250,883
   Insurance payable                                                   36,034              40,458
   Income tax payable                                                       -           5,349,105
   Billings in excess of costs and estimated
     earnings on uncompleted contracts                                 88,562              97,784
                                                         ---------------------  --------------------
                                                                    2,447,616          17,777,106
                                                         ---------------------  --------------------

Long-Term Debt (Net of Current Portion)                                     -              81,980
                                                         ---------------------  --------------------

Deferred Income Taxes                                                  64,000             144,000
                                                         ---------------------  --------------------

Shareholders' Equity
   Preferred stock ($0.001 par value, 20,000,000
     shares authorized, no shares issued and
     Outstanding)                                                           -                   -
   Common stock ($0.001  par value, 100,000,000
     shares authorized, 49,937,921 and 48,737,921
     shares issued and outstanding at March 31, 2006
     and December 31, 2005)                                            49,938              48,738
   Paid-in capital                                                  4,979,432           4,860,632
   Unrealized gain (loss) on available-for-sale
     securities                                                        10,166              (3,569)
   Retained earnings                                                9,652,042           9,794,960
                                                         ---------------------  --------------------
                                                                   14,691,578          14,700,761
                                                         ---------------------  --------------------
                                                        $          17,203,194  $       32,703,847
                                                         =====================  ====================
</TABLE>

See accompanying notes.

<TABLE>
                                      ZENEX INTERNATIONAL, INC.
                                CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                                        Three Months Ended
                                                                        ------------------
                                                                   March 31,            March 31,
                                                                    2006                  2005
                                                                 (Unaudited)           (Unaudited)
                                                                 ------------          -------------
<S>                                                              <C>                   <C>
Revenues                                                         $  3,734,577          $  3,285,728

Operating Expenses
   Cost of sales                                                    2,847,996             2,670,524
   Selling, general and administrative                              1,312,564               622,919
   Warranty expense                                                    50,556                19,731
                                                                 ------------          ------------
                                                                    4,211,116             3,313,174
                                                                 ------------          ------------

Operating Income (Loss)                                              (476,539)              (27,446)

Other Income
   Interest and dividend income                                       202,032                17,476
   Gain(loss) on sale of equipment                                      3,500                 6,197
   Other income                                                         8,089               107,652
                                                                 ------------          ------------
                                                                      213,621               131,325
                                                                 ------------          ------------

Net Income (Loss) from Operations
   Before Income Taxes                                               (262,918)              103,879

Provision (Benefit) for income taxes:
   Current                                                            (40,000)               20,396
   Deferred                                                           (80,000)              (36,000)
                                                                 ------------          ------------
                                                                     (120,000)              (15,604)
                                                                 ------------          ------------

Net Income (Loss)                                                    (142,918)              119,483

Other Comprehensive Income
   Unrealized holding gains (losses)                                   28,405                   574
   Reclassification adjustment                                             --                    --
                                                                 ------------          ------------

Comprehensive Income                                             $   (114,513)         $    120,057
                                                                 ============          ============

     Basic Net Income (Loss) per
       Common Share                                              $       0.00          $       0.00
                                                                 ============          ============
     Diluted Net Income (Loss) per
       Common Share                                              $       0.00          $       0.00
                                                                 ============          ============
     Weighted Average Common Shares
       Basic                                                       49,937,921            48,737,921
                                                                 ============          ============
     Weighted Average Common Shares
       Assuming Dilution                                           84,878,921            80,137,921
                                                                 ============          ============
</TABLE>

See accompanying notes.

<TABLE>
                                      ZENEX INTERNATIONAL, INC.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                           Three Months Ended
                                                                           ------------------
                                                                      March 31,          March 31,
                                                                       2006                2005
                                                                    (Unaudited)         (Unaudited)
                                                                   -------------       -------------
<S>                                                                <C>                 <C>
Cash Flows from Operating Activities

   Net income  (loss)                                              $   (142,918)       $    119,483

   Reconciliation of net income to net cash
     provided by operating activities:

     Depreciation and amortization                                       86,788              47,522
     Issuance of debt for interest expense                                   --               1,500
     (Gain)  Loss on sale of property and equip                          (3,500)             (6,197)
     (Increase) Decrease from changes in:
        Accounts receivable                                             895,563           1,532,334
        Costs and estimated earnings in excess of
            billings on uncompleted contracts                           344,906             245,886
        Officer receivable                                                   --                  --
        Income tax receivable                                          (199,895)                 --
        Related party receivable                                        (24,135)            (16,308)
        Deferred taxes                                                       --             (36,000)
        Prepaid expenses                                                 15,634              39,547
        Employee and other receivables                                   (2,647)           (397,897)
     Increase (Decrease) from changes in:
        Accounts payable                                             (9,840,501)         (2,535,473)
        Insurance payable                                                (4,424)             45,793
        Accrued liabilities                                              87,172             (18,512)
        Income tax payable                                           (5,349,105)             19,000
        Billings in excess of costs and estimated
           earnings on uncompleted contracts                             (9,222)           (104,203)
        Deferred taxes                                                  (80,000)                 --
                                                                   ------------        ------------

   Net adjustments to net income (loss)                             (14,083,366)         (1,183,008)
                                                                   ------------        ------------

   Net cash used by operating activities                            (14,226,284)         (1,063,525)
                                                                   ------------        ------------
</TABLE>

See accompanying notes.


<TABLE>
                                      ZENEX INTERNATIONAL, INC.
                                CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                         Three Months Ended
                                                                         ------------------
                                                                     March 31,           March 31,
                                                                       2006                2005
                                                                    (Unaudited)         (Unaudited)
                                                                   -------------       ------------
<S>                                                                <C>                 <C>
Cash Flows from Investing Activities
   Proceeds from sale of property and equipment                           3,500              72,600
   Purchase of property and equipment                                  (390,483)           (194,048)
                                                                   ------------        ------------

   Net cash used by investing activities                               (386,983)           (121,448)
                                                                   ------------        ------------

Cash Flows from Financing Activities
   Net change in line of credit                                              --                  --
   Retirement of long-term debt                                        (295,390)            (87,011)
   Proceeds from issuance of stock                                      120,000                  --
                                                                   ------------        ------------

   Net cash provided(used) by financing activities                     (175,390)            (87,011)
                                                                   ------------        ------------

Net Increase (Decrease) in Cash                                     (14,788,657)         (1,271,984)

Cash at Beginning of Period                                          22,330,751           2,500,561
                                                                   ------------        ------------

Cash at End of Period                                              $  7,542,094        $  1,228,577
                                                                   ============        ============

Supplemental Disclosure of Cash Flow
   Information

   Cash paid for:
      Interest                                                     $      4,316        $     15,560
      Taxes                                                           5,509,000               1,396

Supplemental Schedule of Non-Cash
   Investing and Financing Activities

   Fixed asset additions                                           $    390,483        $         --
                                                                   ------------        ------------
   Liabilities assumed or incurred                                 $    390,483        $         --
                                                                   ============        ============

   Common stock issued for services                                $         --        $         --
                                                                   ============        ============
</TABLE>

See accompanying notes.

<PAGE>

                           ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               For the Three Months Ended March 31, 2006 and 2005
                                  (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Business

Zenex International, Inc. (the "Company") is engaged in the commercial and
industrial roofing and re-roofing businesses through Aduddell Roofing & Sheet
Metal, Inc. ("Aduddell Roofing"). The Company was incorporated on March 4, 1991,
in the state of Colorado under the name Lone Wolf Energy, Inc. On November 15,
2001, the shareholders approved the change of the corporate name from Lone Wolf
Energy, Inc. to Zenex Telecom, Inc., which was changed on August 3, 2002, to
Zenex International, Inc.

The Company's revenues are derived primarily from comprehensive commercial
roofing services, including re-roofing, restoration and repair, new roof
construction, sheet metal fabrication and waterproofing. The majority of the
Company's 2006 first quarter revenues were derived from re-roofing, restoration
and repair services. In the second quarter, the Company is increasing its focus
on total services offered by expanding its waterproofing and restoration
division, as well as expending its roofing business to include standing seam and
specialty metals. The Company also offers maintenance services, which provide
recurring revenues and ongoing interaction with its customers. Revenues from
fixed-price construction and renovation contracts are generally accounted for on
a percentage-of-completion basis using the cost-to-cost method. The cost-to-cost
method measures the percentage completion of a contract based on total costs
incurred to date compared to total estimated costs to completion. The lengths of
the contracts vary but are typically less than one year in duration. The
Company's accounting policies are in accordance with U.S. generally accepted
accounting principles and conform, in general, to the predominant practices of
the construction industry.

Cost of revenues consists primarily of compensation and benefits to field staff,
materials, subcontracted services, parts and supplies, depreciation, fuel and
other vehicle expenses and equipment rentals. The Company's gross profit
percentage, which is gross profit expressed as a percentage of revenues, depends
primarily on the relative proportions of costs related to labor and materials.
On jobs in which a higher percentage of the cost of revenues consists of labor
costs, the Company typically achieves higher gross margins than on jobs where
materials represent more of the cost of revenues. Margins are also affected by
the competitive bidding process and the technical difficulty of the project. New
roof construction work is more likely to be competitively bid than re-roofing,
restoration and repair. Typically, re-roofing, restoration and repair jobs are
more labor intensive and have higher margins than new roof construction.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiary, Aduddell Roofing. The financial statements include
all adjustments that, in the opinion of management, are necessary in order to
make the financial statements not misleading. All significant intercompany
accounts and transactions have been eliminated in consolidation.

Revenue Recognition

The Company recognizes fixed-price contract revenues on the
percentage-of-completion method of accounting, measured by the percentage of
cost incurred to date to the estimated total cost for each contract. Management
uses this method because total cost is considered to be the best available
measure of progress on the contracts. Revenues from cost-plus-fee contracts are
recognized on the basis of costs incurred during the period plus the fee earned,
measured by the cost-to-cost method.

Contract costs include all direct material and labor costs and those indirect
costs related to contract performance such as indirect labor, interest,
depreciation and supplies. General and administrative costs are charged to
expense as incurred. Provisions for estimated losses on uncompleted contracts
are made in the period in which such losses are determined. Changes in job
performance, job conditions, and estimated profitability may result in revisions
to costs and income, which are recognized in the period in which the revisions
are determined. The asset "Costs and estimated earnings in excess of billings on
uncompleted contracts" represents revenues recognized in excess of amounts
billed. The liability, "Billings in excess of costs and estimated earnings on
uncompleted contracts" represents billings in excess of revenues recognized.

Cash and Cash Equivalents

For purposes of the Consolidated Statement of Cash Flows, short-term
investments, which have maturities of ninety days or less, are considered cash
equivalents.

Investments

The Company accounts for its investments in marketable securities using
Statement of Financial Accounting Standards No. 115 "Accounting for Certain
Investments in Debt and Equity Securities" ("SFAS No. 115"). This standard
requires that investments in equity securities that have a readily determinable
fair value and all investments in debt securities be adjusted to market value at
the end of each accounting period. Unrealized market value gains and losses are
charged to earnings if the securities are traded for short-term profit.
Otherwise, such unrealized gains and losses are charged or credited to a
separate component of shareholders' equity.

Management determines the proper classification of investments in obligations
with fixed maturities and marketable equity securities at the time of purchase
and reevaluates such designations as of each balance sheet date. At March 31,
2006 and December 31, 2005, all securities covered by SFAS No. 115 were
designated as available-for-sale. Accordingly, these securities are stated at
fair value, with unrealized gains and losses reported in a separate component of
shareholders' equity. Any realized gains and losses on sales of investments, as
determined on a specific identification basis, are included in the Consolidated
Statement of Operations.

Fair Value of Financial Instruments

The Company's financial instruments include cash, receivables, notes receivable,
marketable securities, short-term payables and notes payable. The carrying
amounts of cash, receivables, and short-term payables approximate fair value due
to their short-term nature. Marketable equity securities' fair values are
estimates based on quoted market prices or approximate fair values. The carrying
amounts of notes receivable and payable approximate fair value based on interest
rates currently available.

Share-Based Compensation

The Company recognizes expense for its share-based compensation based on the
fair value of the awards that are granted. The fair value of stock options is
estimated at the date of grant using the Black-Scholes-Merton option valuation
model which was developed for use in estimating the fair value of exchange
traded options that have no vesting restrictions and are fully transferable.
Option valuation methods require the input of highly subjective assumptions,
including the expected stock price volatility. Measured compensation cost is
recognized ratably over the vesting period of the related share-based
compensation award.

Depreciation

Depreciation for financial statement purposes are provided on the straight-line
method over the estimated useful lives of the various assets. Depreciation
expense for the three months ended March 31, 2006 and 2005was $86,788 and
$47,522 respectively. For income tax purposes, accelerated methods of
depreciation are used with recognition of deferred income taxes for the
resulting temporary differences. Estimated useful lives for financial statement
purposes are as follows:

     Field and shop equipment              5  - 7          years
     Office furniture and equipment        5  - 10         years
     Transportation equipment              5               years
     Leasehold improvements                15 - 39         years

Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. SFAS No. 109
requires the recognition of deferred tax assets and liabilities for the
estimated future tax consequences attributable to temporary differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. In addition, SFAS No. 109 requires the recognition
of future tax benefits, such as net operating loss carry-forwards, to the extent
that realization of such benefits is more likely than not. The amount of
deferred tax liabilities or assets is calculated using tax rates in effect for
the year in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rate is recognized in income in the period that includes the enactment date.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amounts more likely than not to be realized.

In determining the quarterly provision for income taxes, the Company uses an
annual effective tax rate based on expected annual income and statutory tax
rates. Significant discrete items are separately recognized in the income tax
provision in the quarter in which they occur.

The determination of the Company's provision for income taxes requires
significant judgment, the use of estimates, and the interpretation and
application of complex tax laws. Significant judgment is required in assessing
the timing and amounts of deductible and taxable items.

Net Income (Loss) Per Common Share

The Company computes net income (loss) per share in accordance with SFAS No.
128, Earnings per Share and SEC Staff Accounting Bulletin No. 98 ("SAB 98").
Under the provisions of SFAS No. 128 and SAB 98, basic net income (loss) per
common share is based on the weighted-average outstanding common shares. Diluted
net income (loss) per common share is based on the weighted-average outstanding
shares adjusted for the dilutive effect of stock options.

Use of Estimates

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

Reclassifications

Certain reclassifications have been made to prior periods to conform to current
presentations.

NOTE 2 - CONTRACT RECEIVABLES

Contracts receivable consist of the following:

                                            March 31,         December 31,
                                              2006               2005
                                              ----               ----

  Completed contracts                     $  1,548,354      $   2,510,811
  Contracts in progress                      1,362,444          1,439,198
  Retainage                                    808,534            664,886
                                          ------------      -------------
                                             3,719,332          4,614,895
  Less allowance for doubtful amounts                -                  -
                                          ------------      -------------
                                          $  3,719,332      $   4,614,895
                                          ============      =============


NOTE 3 - UNCOMPLETED CONTRACTS

Costs, estimated earnings, and billings on uncompleted contracts, are as
follows:

                                            March 31,         December 31,
                                               2006              2005
                                               ----              ----

  Costs incurred on uncompleted contracts $ 34,829,832      $  35,222,123
  Estimated earnings                        17,537,619         16,992,366
                                          ------------      -------------
                                            52,367,451         52,214,489
  Billings to date                          50,641,948         50,153,302
                                          ------------      -------------
                                          $  1,725,503      $   2,061,187
                                          ============      =============

Included in the accompanying balance sheets under the following captions:

                                            March 31,         December 31,
                                              2006               2005
                                              ----               ----
  Costs and estimated earnings in excess of
    billings on uncompleted contracts     $  1,814,065      $   2,158,971

  Billings in excess of costs and estimated
    earnings on uncompleted contracts          (88,562)           (97,784)
                                          $  1,725,503      $   2,061,187
                                          ============      =============

NOTE 4 - LETTER OF CREDIT

At March 31, 2006, the Company had a $175,000 letter of credit issued to its
insurance carrier that matures on February 24, 2007.

NOTE 5 - LINE OF CREDIT

The Company has a $2,000,000 revolving line of credit. The line bears interest
at 1.25% over the Wall Street Journal Prime Rate (currently 9.00%) and is
secured by all accounts, property and equipment and the guaranty of the
principal shareholder. The line matures on November 14, 2006. There were no
outstanding advances at March 31, 2006 or December 31, 2005.

The Company has a $9,000,000 line of credit which was used for the Mississippi
hurricane work. The line bears interest at 2% over the Wall Street Journal Prime
Rate (currently 9.5%) and is secured by accounts receivable. The line expired on
March 16, 2006. There were no outstanding advances at March 16, 2006 or at year
end.

NOTE 6 - LONG-TERM DEBT

The Company has the following long-term debt as of:

                                                        March 31,   December 31,
                                                          2006         2005
                                                          ----         ----
    Note payable secured by all accounts,
    equipment and general intangibles, bearing
    interest at 2.75% over New York Prime, with a
    maximum of 7.75% and a minimum of 5.75% (7.75%
    currently), due in monthly installments of
    $17,581 through November 2006                    $         -  $     182,562

    Note payable secured by transportation
    equipment, bearing interest at 6%, due
    in monthly installments of $3,065 through
    June 2009                                                  -        112,828
                                                     -----------  -------------
                                                               -        295,390
    Less: current portion of long-term debt                    -        213,410
                                                     -----------  -------------
                                                     $         -  $      81,980
                                                     ===========  =============

Interest expense was $4,316 and $15,560 for the three months ended March 31,
2006 and 2005, respectively.

NOTE 7 - PENSION PLAN

The Company sponsors a defined contribution plan that covers all non-union
employees. Employees who are twenty-one years of age and have completed one year
of service are eligible to participate. Employees may contribute from one to
eighty percent of eligible salary limited to the amount allowed under the
Internal Revenue Code. Company profit sharing contributions are made at the sole
discretion of the Company. Currently, the Company is matching contributions up
to 4%. Employees are vested 100% in salary deferral contributions. Company
contributions begin vesting after two years and vest 20% a year until fully
vested. Company contributions for the three months ended March 31, 2006 and 2005
totaled $15,957 and $15,060, respectively.

NOTE 8 - SHARE-BASED COMPENSATION PLANS

The Company's 2005 Stock Incentive Plan (the "Plan") was adopted on October 17,
2005, subject to shareholder approval. The Plan will be administered by the
Board of Directors. All officers, employees, directors and individual
consultants of the Company will be allowed to participate in the Plan. The Plan
has a term of ten years. Accordingly, no grants may be made under the Plan after
October 27, 2015, but the Plan will continue thereafter while previous grants
remain subject to the Plan. The aggregate number of shares of common stock
available under the Plan is 5 million shares. The Plan authorizes the Board of
Directors to grant options that are incentive stock options within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended, nonstatutory
stock options, and restricted stock. All grants under the Plan will be made at
the discretion of the Board of Directors.

Options Issued During the Quarter:

On January 1, 2006 options to purchase 250,000 shares of common stock for $0.49
per share, vesting in 5 equal annual installments were issued to the Chief
Financial Officer.

In connection with a consulting agreement dated January 15, 2006 options to
purchase 200,000 shares of common stock for $0.66 per share, vesting 100,000 per
year were issued to a consultant.

Options Issued Previously:

On October 17, 2005, the Board of Directors granted options exercisable for a
total of 1,000,000 shares to Ron Carte in his role as President, and options
exercisable for a total of 500,000 shares each to David Aduddell, Ron Carte,
Debra Morehead, Tom Parrish and Jerry Whitlock in their roles as Directors. All
options were issued with an exercise price of $0.78 per share. Of the 1,000,000
options issued to Ron Carte as President, 200,000 options vested immediately,
400,000 options will vest in four equal annual installments, and 400,000 options
will vest in four equal annual installments, but only if the Company meets
certain performance goals set by the disinterested Board of Directors, The
500,000 options granted to each of Ms. Morehead and Messrs. Aduddell, Carte,
Parrish and Whitlock vest in five equal annual installments, but only if a
Director meets the specific individual performance goals set by the other
Directors. All option grants are subject to shareholder approval of the plan at
the next annual meeting of the Company's shareholders.

In connection with the terms of the Agreement and Plan of Split Off and Merger,
signed September 27, 2002, Tim Aduddell was granted an option to purchase 30
million shares of common stock for $0.04 per share.

In connection with an employment contract, a former officer was granted an
option to purchase 600,000 shares of common stock for $0.10 per share.

On December 31, 2002, the Company granted Westwind Digital (an affiliate of Ms.
Morehead) 200,000 options at $0.08 per share in connection with the financing
of certain equipment.

NOTE 9 - INCOME TAXES

The income tax provision consists of the following:

   For the three months ended March 31,       2006            2005
                                           --------         --------
     Current tax provision                  (40,000)          20,396
     Deferred tax provision                 (80,000)         (36,000)
                                           --------          -------
     Total provision for income taxes      (120,000)         (15,604)
                                           ========          =======

At March 31, 2006, the Company had net operating losses of approximately
$300,000 available to reduce future federal and state taxable income. Unless
utilized, the carry forward amounts will begin to expire in 2012. For federal
and state tax purposes, the Company's net operating loss carry forward amounts
are subject to an annual limitation due to a greater than 50% change in stock
ownership which occurred in 2002, as defined by federal and state tax law.

Taxable temporary differences result principally from the excess of depreciation
and intangible drilling expense for tax purposes over the amount deducted for
financial reporting purposes. Deductible temporary differences and the operating
loss carry forward, giving rise to deferred tax assets, are reduced by a
valuation allowance. The Company has established a valuation allowance for a
portion of its net deferred tax assets due to the ownership change limitation on
the use of the loss carry forward.

The net deferred tax asset (liability) consisted of the following components:

                                                     March 31,     December 31,
                                                       2006           2005
                                                       ----           ----

Deferred tax liability on IDC and depreciation  $  (234,000)     $  (245,000)
Deferred tax asset for loss carry forward and
        share-based compensation                    373,000          304,000
                                                -----------      -----------
Deferred tax asset                                  139,000           59,000

Less: valuation allowance                           203,000          203,000
                                                -----------      -----------
Net deferred tax asset (liability)              $   (64,000)     $  (144,000)
                                                ===========      ===========

NOTE 10 - RELATED PARTY TRANSACTIONS

The Company engaged in certain transactions with Tim Aduddell, a majority
shareholder of the Company, and entities owned by Tim Aduddell.

The Company has a note receivable from an entity owned by Tim Aduddell. The loan
is secured by marketable securities and a personal guaranty. Interest is accrued
quarterly based on the federal mid-term rate and added to the note principal.
Accrued interest income amounted to $24,135 and $16,308 for the three months
ended March 31, 2006 and 2005, respectively. The balance of the note receivable
totaled $1,825,268 and $1,730,340 as of March 31, 2006 and December 31, 2005,
respectively, and is classified as non-current due to its indefinite maturity
date.

Aduddell Roofing leases its office, warehouse and yard facilities from Aduddell
Holdings, Inc., a corporation wholly-owned by Tim Aduddell. The lease agreement
is for one year and expires on September 30, 2006, with monthly rentals of
$16,250. The Company is responsible for all taxes, insurance, maintenance and
utilities on the leased premises. Rental expense under this lease amounted to
$48,750 and $48,750 for the three months ended March 31, 2006 and 2005,
respectively.

NOTE 11 - BACKLOG

The amount of revenue the Company expects to realize from work to be performed
on uncompleted contracts in progress and from contractual agreements on which
work had not yet begun at March 31, 2006, is approximately $13,520,000.

NOTE 12 - STOCK OPTIONS

The Company has applied Accounting Principles Board Opinion No. 25 and related
interpretations in accounting for its stock-based compensation awards. APB No.
25 allows for no recognition of compensation cost if the exercise price of the
option is equal to the fair value of the stock at grant date. Accordingly, no
compensation cost had been recognized for stock options granted in previous
consolidated financial statements.

In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 123(R), "Share Based
Payment", which revised SFAS No. 123, "Accounting for Stock-Based Compensation".
SFAS No. 123(R) requires entities to measure the fair value of equity
share-based payments (stock compensation) at grant date, and recognize the fair
value over the period during which an employee is required to provide services
in exchange for the equity instrument as a component of the income statement.
SFAS No. 123(R) is effective for periods beginning after June 15, 2005. This
required us to adopt FAS 123(R) effective January 1, 2006.

As of March 31, 2006, the Company has awarded share-based compensation to
executives and other associates of the Company. The compensation cost and income
tax benefit was $175,000 and $68,000, for the three months ended March 31, 2006
and 2005, respectively.

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes-Merton option pricing model with the following weighted average
assumptions used for grants in 2005, risk-free interest rates of 4.65%, no
dividend yield or assumed forfeitures; expected lives of 5.0 years; and
volatility of 152.08%. The amounts above are not likely to be representative of
future years because there is no assurance that additional awards will be made
each year.

NOTE 13 - EARNINGS PER SHARE

                                                      March 31,     March 31,
                                                         2006         2005
                                                     -----------   -----------

   Basic net income (loss) per share:
     Common shares outstanding                        49,937,921      48,737,921
                                                   -------------   -------------
     Weighted average shares outstanding              49,937,921      48,737,921
                                                   -------------   -------------
     Net Income (Loss)  per share                  $        0.00   $        0.00
                                                   =============   =============

   Diluted net income (loss) per common share:
     Common shares outstanding                        84,787,921      80,137,921
                                                   -------------   -------------
     Weighted average shares outstanding              84,787,921      80,137,921
                                                   -------------   -------------
     Net Income (Loss)  per share                  $        0.00   $        0.00
                                                   =============   =============

At March 31, 2006 and 2005 all options to purchase shares of common stock were
included in the computation of income per common share-assuming dilution because
all options were dilutive.

NOTE 14 - COMMITMENTS AND CONTINGENCIES

The Company warrants its work in the normal course of business. In management's
opinion, there were no outstanding claims which would have a material effect on
the Company's operations or financial position.

The Company maintains cash balances at several financial institutions. Accounts
at each institution are insured by the Federal Deposit Insurance Corporation up
to $100,000, and any amounts in excess of this would not be insured if the
institution should fail. At times, cash in the deposit accounts may exceed the
federally insured limits. The Company has not experienced any losses in such
accounts and believes that it is not exposed to any significant risk.

In regard to the sale of assets and liquidation of Zenex Communications in 2002,
the Company was a guarantor to the purchaser on notes with an outstanding
balance of $238,435 at March 31, 2006, with approximately $6,353 in monthly
principal and interest payments. The purchaser is currently in default on the
required payment obligations. The continuance of the default is uncertain at
this time and amount is not material in regards to our operation.

Lawsuit

Eric Beitchman v. Timothy Aduddell, et al., Case No. 5:05-cv-01465-HE, United
States District Court for the Western District of Oklahoma. On December 19,
2005, a shareholder's derivative action was filed, claiming that the Company
entered into certain non-arms length transactions with certain of its officers
and/or directors. Among the transactions complained of is one in which the
Company allegedly entered into a Telecommunications Equipment and Software
Upgrade Agreement with a company partially owned and controlled by one of our
officers/directors. In addition, the plaintiff complains of the Company
contracting with and making payments to Oklahoma Development Group, LLC ("ODG")
in connection with its outsourcing of emergency response services to ODG in
2005. Based on these and other allegations in the Complaint, the plaintiff
claims that the individual defendants breached their fiduciary duties to the
Company, that they abused control of the Company that they engaged in gross
mismanagement, and, with respect to certain officers/director defendants, that
they engaged in unjust enrichment. Plaintiff seeks damages, imposition of a
constructive trust, restitution and attorneys' fees.

The Company and the individual defendants have denied the substantive
allegations of the Complaint and have instructed our litigation counsel to
vigorously defend the action. To date, the Company has answered the Complaint
but no substantive discovery has occurred.

SFAS 5 requires that a contingent liability, in order to be accrued, must be
known or definable. The potential loss, if any, related to the Beitchman suit is
unknown and not estimable at this time and therefore no amounts have been
accrued as a contingency for this case.

In addition, the Company is, from time to time, parties to various litigation
matters arising in the normal course of the Company's business, most of which
involve claims for personal injury and property damage incurred in connection
with the Company's operations. The Company is not currently involved in any
litigation of this nature that it believes, based on its examination of such
matters, are likely to have a material adverse effect on its financial condition
or results of operations.

NOTE 15 - CONCENTRATIONS

In connection with providing service to customers, Aduddell Roofing does not
have contractual agreements with suppliers. The material and supplies used in
the business are readily available from several vendors.

Although Aduddell Roofing had a significant number of customers, three customers
accounted for 14%, 12% and 11% and 21%, 18% and 11% of the revenue, respectively
for the periods ended March 31, 2006 and 2005.

The Company's contract receivables at March 31, 2006, and December 31, 2005, are
from a small number of companies in various industries which could be subject to
business cycle variations. As of March 31, 2006, the Company had two customers
that accounted for 39% of the contracts receivable. As of December 31, 2005, the
Company had three customers that accounted for 64% of the contracts receivable.
This concentration subjects the Company to a credit risk if the general economy
or the companies fail to perform.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

     The following discussion should be read in conjunction with our financial
statements and notes thereto.

Introduction

     Zenex International, Inc. is engaged in the commercial and industrial
roofing and re-roofing businesses through Aduddell Roofing & Sheet Metal, Inc.
("Aduddell Roofing"). We were incorporated on March 4, 1991, in the state of
Colorado under the name Lone Wolf Energy, Inc. On November 15, 2001, the
shareholders approved the change of the corporate name from Lone Wolf Energy,
Inc. to Zenex Telecom, Inc., which was changed on August 3, 2002, to Zenex
International, Inc.

     Our revenues are derived primarily from comprehensive commercial roofing
services, including re-roofing, restoration and repair, new roof construction,
sheet metal fabrication and waterproofing. The majority of our 2006 first
quarter revenues were derived from re-roofing, restoration and repair services.
In the second quarter we are increasing our focus on total services offered by
expanding our waterproofing and restoration division, as well as expanding our
roofing business to include standing seam and specialty metals. We also offer
maintenance services, which provide recurring revenues and ongoing interaction
with our customers. Revenues from fixed-price construction and renovation
contracts are generally accounted for on a percentage-of-completion basis using
the cost-to-cost method. The cost-to-cost method measures the percentage
completion of a contract based on total costs incurred to date compared to total
estimated costs to completion.

     Cost of revenues consists primarily of compensation and benefits to field
staff, materials, subcontracted services, parts and supplies, depreciation, fuel
and other vehicle expenses and equipment rentals. Our gross profit percentage,
which is gross profit expressed as a percentage of revenues, depends primarily
on the relative proportions of costs related to labor and materials. On jobs in
which a higher percentage of the cost of revenues consists of labor costs, we
typically achieve higher gross margins than on jobs where materials represent
more of the cost of revenues. Margins are also affected by the competitive
bidding process and the technical difficulty of the project. New roof
construction work is more likely to be competitively bid than re-roofing,
restoration and repair. Typically, re-roofing, restoration and repair jobs are
more labor intensive and have higher margins than new roof construction.

     The following table sets forth information used by management to assess our
results of operations over the prior years 1st quarter both in aggregate amounts
and the percentage increase or decrease over the prior year:

<TABLE>
<CAPTION>
                                                      % Increase
                                     1st Qtr 2006     (decrease)     1st Qtr 2005
                                     ------------     ----------     ------------
<S>                                 <C>                <C>          <C>
     Core Business Revenue          $    3,734,577          13.7%   $   3,285,728
     Emergency Services Revenue     $            0             0%   $           0
     Total Revenue                  $    3,734,577          13.7%   $   3,285,728

     Core Business Margin           $      886,581          44.1%   $     615,204
     Emergency Services Margin      $            0             0%   $           0
     Total Margin                   $      886,581          44.1%   $     615,204

     Cash Flow from Operations      $ (14,226,284)     (1,237.7)%   $ (1,063,525)

     EBITDA                         $    (353,257)       (375.3)%   $     128,302

     Net Income                     $    (114,513)       (195.4)%   $     120,057

     Free Cash Flow                 $ (14,616,767)      (1062.3)%   $ (1,257,573)
</TABLE>

<TABLE>
Reconciliation of Free Cash Flow:
<CAPTION>
                                                          2006                 2005
                                                          ----                 ----
<S>                                                  <C>                  <C>
            Cash Flow from Operations                $ (14,226,284)       $  (1,063,525)

            Capital Expenditures                     $     390,483        $     194,048

            Free Cash Flow                           $ (14,616,767)       $  (1,257,573)

Reconciliation of EBITDA:

            Net Income                               $    (114,513)       $     120,057

            Interest (Income)                        $    (202,032)       $    (17,476)

            (Gain) Loss on Sale of Equipment         $      (3,500)       $     (6,197)

            Provision  (Benefit) for Income Taxes    $    (120,000)       $    (15,604)


            Depreciation                             $      86,788        $      47,522

            EBITDA                                   $    (353,257)       $     128,302
</TABLE>


     Our EBITDA is determined by adding the following to net income: net
interest income, (gain) loss on sale of equipment, provision (benefit) for
income taxes, loss from discontinued operations and depreciation. We calculate
free cash flow by subtracting capital expenditures from cash flow from
operations. The table above reconciles EBITDA to net income, and free cash flow
to cash flow from operations.

     We present EBITDA and free cash flow because we believe that each provides
useful information regarding our continuing operating results. We rely on EBITDA
and free cash flow as a primary measure to review and assess our operating
performance and our management team's performance in connection with our
executive compensation and bonus plans. We also review EBITDA and free cash flow
to compare our current operating results with corresponding periods, and as an
assessment of our overall liquidity and our ability to meet our debt service
obligations.

     We believe that EBITDA and free cash flow are useful to investors to
provide disclosures of our operating results on the same basis as that used by
our management. We also believe that these measures can assist investors in
comparing our performance to that of other companies on a consistent basis
without regard to certain items, which do not directly affect our ongoing
operating performance or cash flows. EBITDA and free cash flow, which are
non-GAAP financial measures, have limitations as analytical tools, and you
should not consider them in isolation, or as a substitute for net income, cash
flows from operating activities and other consolidated income or cash flows
statement data prepared in accordance with accounting principles generally
accepted in the United States. Because of these limitations, EBITDA and free
cash flow should neither be considered as measures of discretionary cash
available to us to invest in the growth of our business, nor as replacements for
net income. We compensate for these limitations by relying primarily on our GAAP
results and using EBITDA and free cash flow as supplemental information.

Critical Accounting Policies and Estimates

     General

     Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires that we
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an ongoing basis, we evaluate our estimates, including those
related to allowance for doubtful accounts, the useful lives of fixed assets,
impairment of long-lived assets and income taxes. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. We consider the following
policies to be most critical in understanding the judgments that are involved in
preparing our financial statements and the uncertainties that could impact our
results of operations, financial condition and cash flows.

     Revenue Recognition

     We recognize fixed price contract revenues on the percentage-of-completion
method of accounting, measured by the percentage of cost incurred to date to the
estimated total cost for each contract. Management uses this method because
total cost is considered to be the best available measure of progress on the
contracts. Revenues from cost-plus-fee contracts are recognized on the basis of
costs incurred during the period plus the fee earned, measured by the
cost-to-cost method.

     Contract costs include all direct material and labor costs and those
indirect costs related to contract performance such as indirect labor, interest,
depreciation and supplies. General and administrative costs are charged to
expense as incurred. Provisions for estimated losses on uncompleted contracts
are made in the period in which such losses are determined. Changes in job
performance, job conditions, and estimated profitability may result in revisions
to costs and income, which are recognized in the period in which the revisions
are determined. The asset "Costs and estimated earnings in excess of billings on
uncompleted contracts" represents revenues recognized in excess of amounts
billed. The liability, "Billings in excess of costs and estimated earnings on
uncompleted contracts" represents billings in excess of revenues recognized.

     Cash and Cash Equivalents

     For purposes of the Consolidated Statement of Cash Flows, short-term
investments, which have maturities of ninety days or less, are considered cash
equivalents.

     Investments

     We account for our investments in marketable securities using Statement of
Financial Accounting Standards No. 115 "Accounting for Certain Investments in
Debt and Equity Securities" ("SFAS No. 115"). This standard requires that
investments in equity securities that have a readily determinable fair value and
all investments in debt securities be adjusted to market value at the end of
each accounting period. Unrealized market value gains and losses are charged to
earnings if the securities are traded for short-term profit. Otherwise, such
unrealized gains and losses are charged or credited to a separate component of
shareholders' equity.

     Management determines the proper classification of investments in
obligations with fixed maturities and marketable equity securities at the time
of purchase and reevaluates such designations as of each balance sheet date. At
March 31, 2006 and December 31, 2005, all securities covered by SFAS No. 115
were designated as available-for-sale. Accordingly, these securities are stated
at fair value, with unrealized gains and losses reported in a separate component
of shareholders' equity. Any realized gains and losses on sales of investments,
as determined on a specific identification basis, are included in our
Consolidated Statement of Operations.

     Fair Value of Financial Instruments

     Our financial instruments include cash, receivables, notes receivable,
marketable securities, short-term payables and notes payable. The carrying
amounts of cash, receivables, and short-term payables approximate fair value due
to their short-term nature. Marketable equity securities' fair values are
estimates based on quoted market prices. The carrying amounts of notes
receivable and payable approximate fair value based on interest rates currently
available.

     Share Based Compensation

     We recognize expense for our share-based compensation based on the fair
value of the awards that are granted. The fair value of stock options is
estimated at the date of grant using the Black-Scholes-Merton option valuation
model which was developed for use in estimating the fair value of exchange
traded options that have no vesting restrictions and are fully transferable.
Option valuation methods require the input of highly subjective assumptions,
including the expected stock price volatility. Measured compensation cost is
recognized ratably over the vesting period of the related share-based
compensation award.

     Income Taxes

     We account for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes ("SFAS No. 109"). This
standard requires the recognition of deferred tax assets and liabilities for the
future tax consequences attributable to temporary differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. In addition, SFAS No. 109 requires the recognition
of future tax benefits, such as net operating loss carryforwards, to the extent
that realization of such benefits is more likely than not. The amount of
deferred tax liabilities or assets is calculated by applying the provisions of
enacted tax laws to determine the amount of taxes payable or refundable
currently or in future years.

     Net Income (Loss) Per Share

     We compute net income (loss) per share in accordance with SFAS No. 128,
Earnings per Share ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98
("SAB No. 98"). Under the provisions of SFAS No. 128 and SAB No. 98, basic net
income (loss) per share is calculated by dividing net income (loss) available to
common shareholders for the period by the weighted average number of common
shares outstanding during the period.

     Property and Equipment

     Property and equipment are stated at cost, net of accumulated depreciation
and amortization. Property and equipment are depreciated using straight-line and
accelerated methods over the estimated useful lives of the assets, which range
from five to thirty nine years.

     Changes from the Prior Period

     We have not made any material changes to our critical accounting estimates
or assumptions or the judgments affecting the application of those estimates or
assumptions.

Results of Operations

Comparison of 1st Quarter 2006 and 2005

     Revenues. Revenues increased from $3,285,728 for the three months ended
March 31, 2005 to $3,734,577 for the three months ended March 31, 2006, which
represents and increase of 13.7%. We had no revenues for emergency services in
either the first quarter of 2006 or 2005. Our emergency services revenues are
significantly affected by the presence or absence of natural disaster related
work such as tornados, hurricanes and other windstorms. Revenues for the three
months ended March 31, 2006 were higher as a result of the marketing initiatives
implemented in 2005 and 2006. We expect revenues to continue to grow
significantly in 2006.

     Operating Expenses. Operating expenses for the three months ended March 31,
2006, were $4,211,116, or 113% of revenue, compared to $3,313,174, or 101% of
revenue, for the three months ended March 31, 2005. Cost of Sales for the three
months ended March 31, 2006 as a percentage of revenue decreased from 81% of
revenues to 76% of revenues due to cost control initiatives in our operations
group. Selling, general and administrative expenses increased to $1,312,564 in
the first quarter of 2006 compared to $622,919 in the first quarter of 2005
primarily as a result of consulting, manpower, operating and travel expense
related to implementing our growth strategy of approximately $403,000 and an
ongoing increase in insurance, salaries, general expenses and depreciation of
approximately $320,000 as a result of and in preparation for growth.

     Income(Loss) before Provision for Income Taxes. Operating income (loss)
before taxes for the quarter ended March 31, 2006, was $(262,918) compared to
$103,879 for the year ended March 31, 2005. The decrease in our 2006 operating
income was attributable to increased selling, general and administrative cost in
the first quarter.

     Net Income ( Loss). The net loss for the quarter ended March 31, 2006, was
$(114,513), compared to net income of $120,057 for the quarter ended March 31,
2005. These results were influenced by the factors identified above under
Revenues and Operating Expenses

Off-Balance Sheet Arrangements

     We have operating leases and guaranties that are not accrued on the balance
sheet. The payments due under these leases are disclosed in footnote 10 and the
contingent loan guaranty is disclosed in footnote 14 of our consolidated
financial statements. Other than the lease and note guaranty, we have no
contractual commitments that do not appear on the balance sheet as of March 31,
2006.

Seasonality

     The construction industry, including the roofing industry, is influenced by
seasonal factors, as construction activities are usually lower during winter
months than other periods. We attempt to increase winter productivity by
concentrating our business in the southern half of the United States and by
expanding our sales and marketing efforts to control project scheduling.
Nevertheless, our revenues and operating results potentially will be lower in
the first and fourth quarters.

     The roofing industry is also affected by natural disasters, such as
tornadoes, hurricanes and other windstorms. Because of the need for immediate
repairs and since the costs of repair are typically covered by insurance, the
margins are higher on disaster-related work than on discretionary work. Since
disaster-related work requires an immediate response, we maintain a capacity
that is scalable to respond to these needs. The absence of natural disasters
will result in lower revenues and higher relative administrative expenses per
revenue dollar.

Commitments and Contingencies

     In regard to the sale of assets and liquidation of Zenex Communications in
2002, we were a guarantor to the purchaser on notes with an outstanding balance
of $238,435 at March 31, 2006, with approximately $6,353 in monthly principal
and interest payments. The purchaser is currently in default on the required
payment obligations. The continuance of the default is uncertain at this time
and amount is not material in regards to our operation.

     We warrant our work in the normal course of business. In management's
opinion, there were no outstanding claims which would have a material effect on
our operations or financial position.

     Information regarding our legal proceedings are discussed later in this
document under, "Part II, Item 1. Legal Proceedings."

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

     Our balance sheet includes cash and marketable securities, which we believe
are a conservative blend of income and growth investments resulting in moderate
market risk. We invest in equity marketable securities to generate capital
growth and fixed-income marketable securities to provide current income. Because
of the nature of these investments, both current interest rates and equity
market movements will affect total return and risk.

     Interest Rate Risk. We currently maintain an investment portfolio of
high-quality fixed-income marketable securities. All securities are available
for sale and recorded in the balance sheet at fair value with fluctuations in
fair value reported as a component of accumulated other comprehensive income in
stockholders' equity. We do not hedge our investment portfolio. Fixed-income
investments with a maturity date of three months or less at the date of purchase
are deemed to be cash equivalents. Any remaining fixed-income securities are
considered short-term and mainly consist of investments in U.S. Treasury notes
and bonds. A change of 1% in the annual percentage yield of our investment
portfolio could change our unrecognized gains or losses under other
comprehensive income by approximately $75,000.

Item 4.   Controls and Procedures

     It is the responsibility of our chief executive officer and our chief
financial officer to ensure that we maintain controls and other procedures
designed to ensure that the information required to be disclosed by us in
reports that we file or submit with the Commission under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported, within
the time periods specified in the Commission's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and communicated
to the issuer's management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.

     As of March 31, 2006, management, including the chief executive officer and
chief financial officer, conducted an evaluation of disclosure controls and
procedures pursuant to Exchange Act Rule 13a-15 as of the end of the period
covered by this report. Based on that evaluation, the chief executive officer
and chief financial officer have concluded the disclosure controls and
procedures currently in place are effective. There have been no significant
changes in internal controls, or in factors that could significantly affect
internal controls, subsequent to the date the chief executive officer and chief
financial officer completed their evaluation.


                            PART II OTHER INFORMATION

Item 1.   Legal Proceedings

     Eric Beitchman v. Timothy Aduddell, et al., Case No. 5:05-cv-01465-HE,
United States District Court for the Western District of Oklahoma. On December
19, 2005, a shareholder's derivative action was filed, claiming that we entered
into certain non-arms length transactions with certain of our officers and/or
directors. Among the transactions complained of is one in which we allegedly
entered into a Telecommunications Equipment and Software Upgrade Agreement with
a company partially owned and controlled by one of our officers/directors. In
addition, the plaintiff complains our contracting with and making payments to
Oklahoma Development Group, LLC ("ODG") in connection with our outsourcing of
emergency response services to ODG in 2005. Based on these and other allegations
in the Complaint, the plaintiff claims that the individual defendants breached
their fiduciary duties to us, that they abused control of us, that they engaged
in gross mismanagement, and, with respect to certain officers/director
defendants, that they engaged in unjust enrichment. Plaintiff seeks damages,
imposition of a constructive trust, restitution and attorneys' fees.

     We and the individual defendants have denied the substantive allegations of
the Complaint and have instructed our litigation counsel to vigorously defend
the action. To date, we have answered the Complaint but no substantive discovery
has occurred.

     In addition, we are, from time to time, parties to various litigation
matters arising in the normal course of our business, most of which involve
claims for personal injury and property damage incurred in connection with our
operations. We are not currently involved in any litigation of this nature that
we believe, based on our examination of such matters, is likely to have a
material adverse effect on our financial condition or results of operations.

Item 1A.   Risk Factors

     There have been no material changes from the risk factors previously
disclosed in our annual report on Form 10-K for the year ended December 31,
2005.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

     None.

Item 3.   Defaults Upon Senior Securities

     None.

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

     None.

Item 5.   Other Information

     None.

Item 6.   Exhibits

Exhibit No.           Description of Exhibit
-----------           ----------------------

2.1  Agreement and Plan of Split-off and Merger, dated as of September 27, 2002,
     by and among Zenex International, its subsidiary and Aduddell Roofing
     (filed as exhibit to our Form 8-K/A filed on November 15, 2002 and
     incorporated by reference herein)

3.1  Amended and Restated Articles of Incorporation of Zenex (filed as exhibit
     to our Form S-3 Registration Statement filed on August 2, 2000 and
     incorporated by reference herein)

3.2  Amended and Restated Bylaws of Zenex (filed as exhibit to our Form S-3
     Registration Statement filed on August 2, 2000 and incorporated by
     reference herein).

3.3  Amendment to the Articles of Incorporation of Lone Wolf Energy, Inc.
     changing the name to Zenex Telecom, Inc. effective November 29, 2001 (filed
     as exhibit to our Form 8-K filed on November 28, 2001 and incorporated by
     reference herein)

3.4  Amendment to the Articles of Incorporation changing Zenex Telecom, Inc. to
     Zenex International, Inc. effective August 6, 2002 (filed as exhibit to our
     Form 8-K filed on August 15, 2002 and incorporated by reference herein)

10.1 Service Agreement dated February 9, 2005 between Zenex International, Inc.
     and Oklahoma Development Group, LLC (filed as exhibit to our Annual Report
     on Form 10-K for the year ended December 31, 2005 and incorporated herein
     by reference)

14   Code of Ethics for Principal Executive and Senior Financial Officers (filed
     as exhibit to our Annual Report on Form 10-KSB for the year ended December
     31, 2003 and incorporated by reference herein)

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
     Sarbanes Oxley Act of 2002

31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
     Sarbanes Oxley Act of 2002

32.1 Section 1350 Certification of Chief Executive Officer

32.2 Section 1350 Certification of Chief Financial Officer

<PAGE>

                                   SIGNATURES

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

                                         ZENEX INTERNATIONAL, INC.

May 15, 2006                             By:  /s/ Ron Carte
                                              Ron Carte, President

May 15, 2006                             By:  /s/ Reggie Cook
                                              Reggie Cook, Chief
                                              Financial Officer

<PAGE>

EXHIBIT INDEX

EXHIBIT
  NO.          DESCRIPTION                       METHOD OF FILING
  ---          -----------                       ----------------

2.1  Agreement and Plan of Split-off and      Incorporated herein by reference
     Merger, dated as of September 27, 2002,
     by and among Zenex International, its
     subsidiary and Aduddell Roofing

3.1  Amended and Restated Articles of         Incorporated herein by reference
     Incorporation of Zenex (

3.2  Amended and Restated Bylaws of Zenex     Incorporated herein by reference

3.3  Amendment to the Articles of             Incorporated herein by reference
     Incorporation of Lone Wolf Energy, Inc.
     changing the name to Zenex Telecom, Inc.
     effective November 29, 2001

3.4  Amendment to the Articles of             Incorporated herein by reference
     Incorporation changing Zenex Telecom,
     Inc. to Zenex International, Inc.
     effective August 6, 2002

10.1 Service Agreement dated February 9, 2005 Incorporated herein by reference
     between Zenex International, Inc. and
     Oklahoma Development Group, LLC

14   Code of Ethics for Principal Executive   Incorporated herein by reference
     and Senior Financial Officers

31.1 Certification of Chief Executive Officer Filed herewith electronically
     pursuant to Section 302 of the Sarbanes
     Oxley Act of 2002

31.2 Certification of Chief Financial Officer Filed herewith electronically
     pursuant to Section 302 of the Sarbanes
     Oxley Act of 2002

32.1 Section 1350 Certification of Chief      Filed herewith electronically
     Executive Officer

32.2 Section 1350 Certification of Chief      Filed herewith electronically
     Financial Officer