UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

      X Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
                              Exchange Act of 1934
                 For the quarterly period ended: March 31, 2003
                                       or
      Transition Report Pursuant to Section 13 or 15 (d) of the Securities
                              Exchange Act of 1934

                        Commission File Number: 0-24684

                            ZENEX INTERNATIONAL, INC.
                 (Name of small business issuer in its charter)

        Colorado                                                73-1587867
(State of incorporation)                                (I.R.S. Employer ID no.)

                          14220 South Meridian Avenue
                          Oklahoma City, Oklahoma 73173
              (Address of Principal Executive Offices) (Zip Code)

          Issuer's telephone number, including area code: 405-692-2300

Check  whether  the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 at least the past 90
days:  Yes  [X]  No  [ ]

Shares  of  Common  Stock,  $.001  par  value,  outstanding  as of May 15, 2003:
50,836,558.

Transitional  Small  Business  Disclosure  Format:  Yes  [ ]  No  [X]








<PAGE>

                            ZENEX INTERNATIONAL, INC.


                                      INDEX

                          PART I. FINANCIAL INFORMATION

Item  1.     Financial  Statements

             Independent  Accountant's  Review  Report                         3

             Financial  Statements:

                  Consolidated  Balance  Sheets                              4-5

                  Consolidated  Statements  of  Operations                   6-7

                  Consolidated  Statements  of  Cash  Flows                  8-9

                  Notes  to  the  Financial  Statements                    10-21

Item  2.     Management's  Discussion  and Analysis or Plan of Operation      22

Item  3.     Controls  and  Procedures                                        26


                           PART II. OTHER INFORMATION

Item  1.     Legal Proceedings                                                27

Item  2.     Changes  in  Securities                                          27

Item  5.     Other Information                                                27

Item  6.     Exhibits  and  Reports  on  Form  8-K                            28

Signatures                                                                    29













<PAGE>

                            ZENEX INTERNATIONAL, INC.


                         PART I - FINANCIAL INFORMATION


Item  1.  Financial  Statements  -  March  31,  2003  and  2002

This  quarterly  report  on Form 10-QSB should be read in conjunction with Zenex
International,  Inc.'s  Annual Report on Form 10-KSB for the year ended December
31,  2002.






















                                        2

<PAGE>






                            Independent Review Report




Board  of  Directors  and  Stockholders

Zenex  International,  Inc.


We  have  reviewed   the  accompanying  consolidated  balance  sheet   of  Zenex
International,  Inc.  as March 31, 2003, and the related consolidated statements
of  income  and  cash  flows  for  the  three  ended  March 31, 2003 and 2002 in
accordance  with  Statements  on  Standards  for  Accounting and Review Services
issued  by  the  American  Institute  of  Certified  Public  Accountants.  These
financial  statements  are  the  responsibility  of  the  Company's  management.

A  review  of  interim financial statements consists principally of inquiries of
company  personnel  and  analytical procedures applied to financial data.  It is
substantially less in scope than an audit conducted in accordance with generally
accepted  auditing  standards,  the  objective  of which is the expression of an
opinion regarding the financial statements taken as a whole.  Accordingly, we do
not  express  such  an  opinion.

Based  on  our review we are not aware of any material modifications that should
be  made  to  the accompanying financial statements for them to be in conformity
with  generally  accepted  accounting  principles.

The December 31, 2002 consolidated financial statements for Zenex International,
Inc.  were  audited by us and we expressed an unqualified opinion in our reports
dated  March  31,  2003, but we have not performed any auditing procedures since
that  date.



Sutton  Robinson  Freeman  &  Co.,  P.C.

Certified  Public  Accountants


Tulsa,  Oklahoma

May  15,  2003


                                        3
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                      March 31,     December 31,
                                                        2003           2002
                                                    (Unaudited)
                                                    -----------     ------------
                                     Assets

Current  Assets
<S>                                                 <C>             <C>
  Cash                                              $   548,723     $   612,844
  Accounts receivable                                 1,707,024       2,684,215
  Costs  and  estimated  earnings  in  excess  of
    billings on uncompleted contracts                    41,412          12,477
  Shareholder receivable                                  1,365           1,828
  Officer receivable                                    216,343         213,672
  Income tax receivable                                 136,592         136,592
  Prepaid expenses                                       84,877         208,320
  Employee and other receivables                         77,278         239,063
                                                    -----------     -----------
                                                      2,813,614       4,109,011
                                                    -----------     -----------

Non-Current  Related  Party  Receivable               1,628,619       1,615,693
                                                    -----------     -----------

Property and Equipment                                1,756,471       1,758,666
  Less:  accumulated depreciation                    (1,113,592)     (1,129,267)
                                                    -----------     -----------
                                                        642,879         629,399
                                                    -----------     -----------
Other
  Marketable equity securities                              820           2,050
  Deferred tax asset                                  1,363,000       1,230,206
                                                    -----------     -----------
                                                      1,363,820       1,232,256
                                                    -----------     -----------

                                                    $ 6,448,932     $ 7,586,359
                                                    ===========     ===========
</TABLE>


              See accompanying notes and accountants review report.

                                        4
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                      March 31,     December 31,
                                                        2003           2002
                                                    (Unaudited)
                                                    -----------     ------------
                      Liabilities and Stockholders' Equity

Current  Liabilities
<S>                                                 <C>             <C>
  Advances on line of credit                        $ 1,135,000     $ 1,175,000
  Current portion of long-term debt                     803,339         906,442
  Accounts and subcontract payables                     659,350       1,453,548
  Zenex  stock  acquisition  payable  (note  11)              -         317,647
  Accrued liabilities                                   338,889         346,360
  Insurance payable                                     207,114         179,168
  Billings  in  excess of costs  and  estimated
    earnings on uncompleted contracts                   387,517         320,333
                                                    -----------     -----------
                                                      3,531,209       4,698,498
                                                    -----------     -----------

Long-Term Debt (Net of Current Portion)                 599,740         582,353
                                                    -----------     -----------

Net  Liabilities of Discontinued Subsidiary                   -          88,817
                                                    -----------     -----------

Stockholders'  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, 50,836,558 and 48,342,290
    shares issued and outstanding at March 31,
    2003 and December 31,0                               50,836          48,342
  Paid-in capital                                     4,858,533       4,616,853
  Unrealized gain (loss) on available for
    sale securities                                     (22,634)        (21,404)
  Retained earnings (deficit)                        (2,568,752)     (2,427,100)
                                                    -----------     -----------
                                                      2,317,983       2,216,691
                                                    -----------     -----------

                                                    $ 6,448,932     $ 7,586,359
                                                    ===========     ===========
</TABLE>


              See accompanying notes and accountants review report.

                                        5
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                         Three  Months  Ended
                                                              March  31,
                                                          2003          2002
                                                      -----------   -----------
<S>                                                   <C>           <C>
Revenues                                              $ 1,477,008   $         -

Operating  Expenses
  Cost  of  sales                                       1,276,926             -
  Selling,  general  and  administrative                  764,426             -
  Warranty  expense                                        18,221             -
                                                      -----------   -----------
                                                        2,059,573             -
                                                      -----------   -----------

Operating  Income  (Loss)                                (582,565)            -

Other  Income  (Expense)
  Interest  income                                         22,567             -
  Realized gain (loss) on sale of securities                    -             -
  Gain  (loss)  on  sale  of  equipment                     5,000             -
  Other  income                                             6,391             -
                                                      -----------   -----------
                                                           33,958             -
                                                      -----------   -----------

Net  Income  (Loss)  from  Operations
  Before  Income  Taxes                                  (548,607)            -

  Income  tax  (expense)  benefit                         221,192             -
                                                      -----------   -----------

Net  Income  (Loss)  Before  Discontinued
  Operations  and  Sale  of  Discontinued
  Business                                            $  (327,415)  $         -
</TABLE>


              See accompanying notes and accountants review report.

                                        6
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                         Three  Months  Ended
                                                              March  31,
                                                          2003          2002
                                                      -----------   -----------
Discontinued  Operations

  Profit  (loss)  from  discontinued  business
<S>                                                   <C>           <C>
    operations  net of income taxes                   $         -   $  (559,605)

  Gain on forgiveness  of  debt  from  discontinued
    operations  net  of  income  taxes                  1,312,777             -

  Gain (loss) on sale of discontinued operations
    net  of  income  taxes                             (1,127,014)            -
                                                      -----------   -----------

Net  Income  (Loss)                                      (141,652)     (559,605)

Other  Comprehensive  Income:
  Unrealized  holding  gains  (losses)                     (1,230)            -
  Reclassification  adjustment                                  -             -
                                                      -----------   -----------

Comprehensive  Income  (Loss)                         $  (142,882)  $  (559,605)
                                                      ===========   ===========

Primary Earnings (Loss) per Share                     $    (0.003)  $     (0.02)
                                                      ===========   ===========

Fully Diluted Earnings (Loss) per Share               $    (0.003)  $     (0.02)
                                                      ===========   ===========


Earnings  (Loss)  per  Share  from
  Discontinued  Operations                            $     0.004   $     (0.02)
                                                      ===========   ===========

Earnings  (Loss)  per  Share  from
  Continuing Operations                               $    (0.007)  $      nil
                                                      ===========   ===========
</TABLE>


              See accompanying notes and accountants review report.

                                        7
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
                                                        Three  Months  Ended
                                                             March  31,
                                                         2003           2002
                                                    -------------  -------------
Cash  Flows  from  Operating  Activities
<S>                                                 <C>            <C>
  Net income (loss)                                 $   (141,652)  $   (559,605)

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

    Depreciation and amortization                         42,620         73,173
    Investments transferred for compensation                   -         64,368
    Bad  debt  write-off                                       -        119,000
    Gain on sale of property and equipment                (5,000)             -
    Gain on sale of discontinued  operations           1,127,014              -
    Realized gain on forgiveness  of  debt            (1,312,777)             -
    (Increase)  Decrease  from  changes  in:
      Accounts receivable                                977,191        (95,351)
      Costs and estimated earnings in excess of
        billings  on  uncompleted  contracts             (28,935)             -
      Shareholder  receivable                                463              -
      Officer  receivable                                 (2,671)             -
      Related  party  receivable                         (12,926)             -
      Deferred  taxes                                   (221,441)             -
      Deposits                                                 -          8,694
      Prepaid  expenses                                  123,443         (8,691)
      Employee  and  other  receivables                  161,785              -
    Increase  (Decrease)  from  changes  in:
      Accounts payable                                  (658,928)       231,784
      Insurance  payable                                  27,946              -
      Accrued liabilities                                (17,967)         2,531
      Billings in excess of costs and estimated
        earnings  on  uncompleted  contracts              67,184              -
      Prepayments and customer deposits                        -         14,547
                                                    -------------  -------------

Net adjustments to net income                            267,001        410,055
                                                    -------------  -------------

Net cash used by operating activities                    125,349       (149,550)
                                                    -------------  -------------
</TABLE>



              See accompanying notes and accountants review report.

                                        8
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOW

<TABLE>
<CAPTION>
                                                        Three  Months  Ended
                                                             March  31,
                                                         2003           2002
                                                    -------------  -------------
Cash  Flows  from  Investing  Activities
<S>                                                 <C>            <C>
  Proceeds from sale of property and equipment             5,000              -
  Purchase of property and equipment                     (28,950)        (6,250)
                                                    -------------  -------------

  Net cash provided by investing activities              (23,950)        (6,250)
                                                    -------------  -------------

Cash  Flows  from  Financing  Activities
  Net  change  in  line  of  credit                      (40,000)             -
  Proceeds  from  long-term  debt                        120,000        197,710
  Retirement of long-term debt                          (245,520)       (35,300)
                                                    -------------  -------------

  Net cash provided by financing activities             (165,520)       162,410
                                                    -------------  -------------

Net Increase in Cash                                     (64,121)         6,610

Cash  at  Beginning  of  Period                          612,844            339
                                                    -------------  -------------

Cash  at  End  of  Period                           $    548,723   $      6,949
                                                    ============   =============

Supplemental  Disclosure  of  Cash  Flow
  Information
    Cash  paid  for:
      Interest                                      $     43,359   $     22,625
      Taxes                                                  250              -

Supplemental  Schedule  of  Non-Cash
  Investing  and  Financing  Activities

  Fixed asset additions                             $     38,803   $          -
                                                    -------------  -------------

  Liabilities  assumed or incurred                  $     38,803   $          -
                                                    ============   ============

  Common stock issued for services                  $     35,000   $          -
                                                    ============   ============
</TABLE>


              See accompanying notes and accountants review report.

                                        9
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

Organization  and  Nature  of  Business

Zenex  International,  Inc.  (formerly  Zenex Telecom, Inc.) was incorporated on
March 4, 1991, in the state of Colorado.  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").

The  Company,  through  a  subsidiary,  Aduddell  Roofing  &  Sheet Metal, Inc.,
("Aduddell  Roofing"),  is  engaged in the commercial and industrial roofing and
re-roofing  businesses.  The  Company has been engaged in the telecommunications
services industry through Zenex Long Distance, Inc. (d/b/a Zenex Communications,
Inc.)  ("Zenex Communications").  Aduddell Roofing was acquired in October 2002,
and  the  Company  subsequently  discontinued  the  operations  of  Zenex
Communications.

In  accordance  with  the  Agreement  and  Plan  of  Split-Off  and  Merger (the
"Agreement"),  the  Company  acquired  Aduddell  Roofing,  through a transaction
approved  by  the  Boards of Directors of the Company and Aduddell Roofing.  The
Agreement  was  signed  on  September  27, 2002, and qualified as reorganization
under the meaning of Section 368(a) of the Internal Revenue Service Code.  Prior
to  closing  the  transaction,  Aduddell  Roofing formed a separate wholly owned
subsidiary,  Aduddell  Holdings,  and  transferred  and  split-off  certain
non-operating  assets and liabilities that were not retained in Aduddell Roofing
after  the  merger.  Tim  Aduddell,  the  owner  of 100% of the Aduddell Roofing
common  stock,  transferred a portion of his common stock of Aduddell Roofing to
Aduddell  Roofing in exchange for 100% of the common shares of Aduddell Holdings
to  effect  the  split-off of the non-operating assets of Aduddell Roofing.  Tim
Aduddell  also  transferred  his remaining common stock of Aduddell Roofing to a
newly  formed  subsidiary  of  the  Company,  AR  Acquisition  Corp. ("Sub")  in
exchange  for  10.0  million shares of common stock and options to purchase 30.0
million  shares  of  common  stock  for $0.04 per share.  The purchase method of
accounting  was used for the business combination.  The transaction was recorded
at  $2,928,840,  the  fair value of the acquired net assets of Aduddell Roofing.
Subsequent  to  the  exchange, Aduddell Roofing merged into the Sub and Aduddell
Roofing  became  the  surviving corporation.  Subsequent to the merger, Aduddell
Roofing became a wholly owned subsidiary of  the Company and Aduddell Holdings a
100%  owned  company  of  Tim  Aduddell.

The  purpose  of  the  Merger  was  to  effect the acquisition by the Company of
Aduddell  Roofing  &  Sheet  Metal,  Inc.  after splitting off the non-operating
assets  of Aduddell Roofing into a separate company to be owned by Tim Aduddell.

Zenex  Communications  entered  into  agreements (the "Red River Agreements") as
discussed  in  Note 18 with Red River Networks, LLC ("Red River") to effectively
transfer  the  operations  of  the  telecommunication  segment  of the Company's
operations  to  Red  River  on  November  25,  2002.  The  operations  from  the
telecommunications  segment  are  included  in  "Loss from discontinued business
operations"  in  the  December  31,  2002,  statement  of  operations.

                                       10
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)
-----------------------------------------------------------------------

The Company's March 31, 2003, and December 31, 2002, consolidated balance sheets
include  Aduddell  Roofing  and  Zenex  Communications.   The  assets  of  Zenex
Communications and approximately $525,000 of note and accounts payable were sold
and  assumed  in  April  2003  pursuant  to  the  Red  River  Agreements.    The
consolidated  statement of operations for the three months ended March 31, 2003,
includes   Aduddell  Roofing   and   the   discontinued  operations   of   Zenex
Communications.  The  consolidated  statement of operations for the three months
ended  March  31,  2002,  includes  the   discontinued   operations   of   Zenex
Communications.  All  significant inter-company accounts have been eliminated in
the  consolidated  financial  statements.  The consolidated financial statements
include  all  adjustments  which,  in the opinion of management are necessary in
order  to  make  the  statements  not  misleading.

Revenue  Recognition

Aduddell  Roofing   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

The  Company  considers  all  highly liquid debt or equity instruments purchased
with  an original maturity at the date of purchase of 90 days or less to be cash
equivalents.

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.  The  carrying  amounts  of  notes
receivable  and payable approximate fair value based on interest rates currently
available  to  the  Company.

                                       11
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)
-----------------------------------------------------------------------

Advertising  Cost

Advertising  costs  are  expensed  when  incurred  as  selling,  general  and
administrative  expenses  in  the  accompanying  statement  of  operations.

Income  Taxes

The  Company  accounts  for  income  taxes  in  accordance  with  SFAS  No. 109,
Accounting for Income Taxes.  This statement prescribes the use of the liability
method  whereby  deferred tax assets and liabilities are determined based on the
differences  between financial reporting and tax bases of assets and liabilities
and  measured  at  tax  rates  that  will  be in effect when the differences are
expected  to  reverse.  Valuation allowances are established, when necessary, to
reduce deferred tax assets when it is more likely than not that the deferred tax
asset  will  not  be  realized.

Net  Loss  Per  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
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.

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 for the period
ended  March  31,  2003,  two  customers  accounted for approximately 45% of the
revenue.

The  Company's  receivables at March 31, 2003, and December 31, 2002, are from a
small  number  of  companies  in  various  industries  which could be subject to
business  cycle  variations.  As  of  December  31,  2002,  the  Company had two
customers  that  accounted  for  38% of the customer accounts receivable.  As of
March  31,  2003,  the  Company had five customers that accounted for 99% of the
customer  accounts  receivable.  This  concentration  subjects  the Company to a
credit  risk  if  the  general  economy  or  the  companies  fail  to  perform.

Use  of  Estimates

The  preparation  of  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 financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

                                       12
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)
-----------------------------------------------------------------------

Segment  Information

Effective  January  1, 1998, the Company adopted the provisions of SFAS No. 131,
Disclosures  about  Segments  of  an  Enterprise  and  Related Information.  The
Company  identifies  its  operating  segments  based  upon  business activities,
management  responsibilities  and  geographical  location.  Certain items in the
March  31,  2002,  financial  statements  have  been reclassified to reflect the
discontinued operations of the Company.  The net loss from continuing operations
reflects  the  operations  of  Aduddell  Roofing, the single business segment in
which  the  Company  operates  at  March  31,  2003.

Reclassifications

Certain  reclassifications  have  been  made  to  the  prior  period  financial
statements  to  conform  to  the  current  period  presentation.

NOTE  2  -  CONTRACT  RECEIVABLES
---------------------------------

Billed  contract  receivables  consist  of:
<TABLE>
<CAPTION>
                                                   March 31,     December 31,
                                                     2003           2002
                                                ------------     ------------
<S>                                             <C>              <C>
          Completed  contracts                  $  1,352,628     $    552,156
          Contracts  in  progress                    354,396        2,123,307
          Retainage                                        -            8,752
                                                ------------     ------------
                                                   1,707,024        2,684,215
          Less allowance for doubtful amounts              -                -
                                                ------------     ------------
                                                $  1,707,024     $  2,684,215
                                                ============     ============
</TABLE>

NOTE  3  -  SHAREHOLDER  AND  RELATED  PARTY  RECEIVABLE
--------------------------------------------------------
Advances  to  a  company  partially  owned by the Company's majority shareholder
totaled  $1,628,619  and  $1,615,693 as of March 31, 2003 and December 31, 2002,
respectively.  The  advances  are  secured by marketable securities, shareholder
guaranty  and  bear  interest at the federal mid-term rate.  The note matures on
January  1,  2007.

NOTE  4  -  UNCOMPLETED  CONTRACTS
----------------------------------

Costs,  estimated  earnings,  and billings on uncompleted contracts at March 31,
2003  and  December  31,  2002,  are  as  follows:

<TABLE>
<CAPTION>
                                                   March 31,     December 31,
                                                     2003           2002
                                                ------------     ------------
          Costs incurred on uncompleted
<S>                                             <C>              <C>
            contracts                           $  2,668,198     $    4,000,634
          Estimated  earnings  (loss)                290,096            244,241
                                                ------------     --------------
                                                   2,958,294          4,244,875
          Billings  to  date                       3,304,399          4,552,731
                                                ------------     --------------
                                                $   (346,105)    $     (307,856)
                                                ============     ==============
</TABLE>

                                       13
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  4  -  UNCOMPLETED  CONTRACTS  (continued)
-----------------------------------------------

Included  in  the  accompanying  balance  sheet  under  the  following captions:

<TABLE>
<CAPTION>
                                                   March 31,     December 31,
                                                     2003           2002
                                                ------------     ------------
          Costs  and  estimated  earnings
          in  excess of billings on
<S>                                             <C>              <C>
          uncompleted contracts                 $    41,412      $    12,477

          Billings  in  excess  of  costs
          and estimated earnings on
          uncompleted contracts                    (387,517)        (320,333)
                                                -----------      -----------
                                               $   (346,105)     $  (307,856)
                                               ============      ===========
</TABLE>

NOTE  5  -  PROPERTY  AND  EQUIPMENT
------------------------------------

Property  and  equipment  are  recorded  at  cost.  Expenditures for repairs and
maintenance  are  charged  to  operations when incurred.  Major improvements and
renewals  that  extend  the useful life of the related asset are capitalized and
depreciated  over  the remaining useful life.  Depreciation and amortization are
computed for financial and income tax reporting purposes using straight-line and
accelerated  methods over estimated useful lives ranging from five to ten years.
Depreciation  expense  for  the  three months ended March 31, 2003, was $42,620.
The  following  table  summarizes the classifications of property and equipment,
total  accumulated  depreciation  and  the  related  estimated  useful  lives:

<TABLE>
<CAPTION>
         Property and Equipment                    Cost
     ------------------------------   ----------------------------
                                        March 31,     December 31,    Estimated
                                           2003            2002         Life
                                      ------------    -------------   ---------
<S>                                   <C>              <C>               <C>
     Machinery and equipment          $    407,913     $    412,918      5-10
     Office furniture and equipment        157,744          160,951      5-7
     Transportation equipment            1,161,405        1,170,945       5
     Leasehold improvements                 29,409           13,851       5
                                     -------------     ------------
                                         1,756,471        1,758,665
     Less:  accumulated depreciation     1,113,592        1,129,266
                                     -------------     ------------
     Net  property  and  equipment   $     642,879     $    629,399
                                     =============     ============
</TABLE>

NOTE  6  -  MARKETABLE  EQUITY  SECURITIES
------------------------------------------

The Company's securities that are bought and held principally for the purpose of
selling  them  in  the  near term are classified as trading securities.  Trading
securities  are  recorded  at fair value on the balance sheet in current assets,
with  the  change  in  fair  value  during  the  period  included  in  earnings.
Securities  that  the  Company  has  the  positive intent and ability to hold to
maturity are classified as held-to-maturity securities and recorded at amortized
cost  in  investments.  Securities not classified as held-to-maturity or trading
are  classified  as  available-for-sale.    Available-for-sale   securities  are
recorded at fair value on the balance sheet with the change in fair value during
the  period  excluded  from  earnings  and  reported  as a separate component of
Shareholders'  Equity.   All  of   the   Company's  securities  are   classified
available-for-sale  at March 31, 2003 and December 31, 2002.  Unrealized holding
losses  on  these  securities  totaled  $22,634 and $21,404 for the three months
ended  March  31,  2003,  and  the  year  ended December 31, 2002, respectively.

                                       14
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  7  -  LINE  OF  CREDIT
----------------------------

The  Company has a $2,000,000 revolving line of credit.  The line bears interest
at  1%  over the Wall Street Journal Prime Rate (currently 5.25%) and is secured
by  all  accounts,  property  and  equipment and shareholder guaranty.  The line
matures on May 15, 2003.  Outstanding advances totaled $1,135,000 and $1,175,000
at  March  31,  2003  and  December  31,  2002,  respectively.

NOTE  8  -  LONG-TERM  DEBT
----------------------------

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

<TABLE>
<CAPTION>
                                                  March 31,     December 31,
                                                    2003            2002
                                                  ---------     ------------

          9.5%  note secured by all Zenex
          Communications equipment and common
          stock due in monthly  installments
          of $5,227, including interest,
<S>                                              <C>            <C>
          through January 2005                   $         -    $    123,605

          9.75%  note  secured by all Zenex
          Communications equipment and common
          stock due in  monthly  installments
          of  $2,124,  including  interest,
          through March 2005                               -          52,662

          $450,000  line  of credit with
          interest payable monthly at 1.5%
          over Wall Street Prime secured by
          all assets of Zenex Communications
          and the personal guaranty of
          certain  Directors                         450,000         450,000

          9.5%  note secured by all Zenex
          Communications equipment and common
          stock due in monthly  installments
          of  $6,301,  including  interest,
          through  February 2006                           -         212,634

          10%  unsecured  note  due in monthly
          installments of $4,456, including
          interest, through  April  2004                   -          80,422

          Note  payable  to  shareholder
          bearing interest at 5% due on
          September 13, 2004                         241,039         120,000

          Note  payable  secured  by  all
          Zenex Communications equipment,
          receivables and shareholder
          guaranty  bearing  interest at 3.5%
          over New York Prime, (currently
          8.25%);  due in monthly installments
          of $5,602, including interest,
          to June 2006                               203,436         212,061
</TABLE>

                                       15

<PAGE>

                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  8  -  LONG-TERM  DEBT  (continued)
----------------------------------------

<TABLE>
<CAPTION>
                                                  March 31,     December 31,
                                                    2003            2002
                                                  ---------     ------------

          Note payable secured by all accounts,
          equipment and general intangibles,
          bearing interest  at  3.5%  over
          New  York  Prime  (currently  8.25%)
          due in quarterly principal  payments
          of  $18,050  beginning March 18, 2003,
          and monthly interest payments through
<S>                                              <C>            <C>
          June  2006                                 205,706         219,560

          0% to 8.99% fixed rate notes secured
          by transportation equipment due in
          variable monthly  installments  on
          various dates through September 2005       279,672         280,967

          8%  to  9% fixed rate notes secured
          by real property due in varying
          installments through  March  2003                -         177,622

          4%  fixed rate notes secured by
          equipment, due in monthly installments
          of $1,825 through  May  2004                23,226          28,585
                                                  ---------     ------------
                                                   1,403,079       1,958,118

          Less:  long-term  debt  classified
          as  net  liabilities  of discontinued
          operations                                                 469,323

          Less:  current  portion of long-term
          debt                                       803,339         906,442
                                                  ---------     ------------

                                                  $  599,740    $    582,353
                                                  ==========    ============.
</TABLE>

Maturities  of  long-term  debt  as  of  March  31,  2003,  are  as  follows:

<TABLE>
<CAPTION>
                          Year                        Amount
                          ----                    ------------
<S>                                               <C>
                          2005                    $    368,173
                          2006                         169,708
                          2007                          54,413
                          2008                           7,446
                                                  ------------
                                                  $    599,740
                                                  ============
</TABLE>

Interest  expense  for  the  three  months  ended  March  31, 2003, was $44,398.

                                       16
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  9  INCOME  TAXES
----------------------

At  December  31,  2002,  the  Company had net operating losses of approximately
$4,300,000  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,  as  defined  by  federal  and  state  tax  law.

Under  the  provisions  of  FAS-109,  Accounting  for Income Taxes, deferred tax
liabilities  and  assets are measured using the applicable tax rate based on the
taxable  and  deductible  temporary differences and operating loss carry forward
amounts.  Taxable  temporary  differences  result principally from the excess of
depreciation  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  if  it  is  more likely than not that some or all of the deferred tax
assets  will  not  be  realized.

The  components  of  the  net  deferred  tax  asset  are  as  follows:

<TABLE>
<CAPTION>
                                                      March 31,     December 31,
                                                        2003           2002
                                                   ------------     ------------
<S>                                                <C>              <C>
          Deferred tax liability on depreciation   $    (37,000)    $  (169,794)
          Deferred  tax  asset  for
            loss  carry forward                       1,679,453       1,755,000
                                                   ------------     -----------
          Deferred  tax  asset                        1,642,453       1,585,206
          Less:  valuation  allowance                   279,453         355,000
                                                   ------------     -----------

          Net  deferred  tax  asset                $  1,363,000     $ 1,230,206
                                                   ============     ===========
</TABLE>

The  Company  has  established  a  valuation  allowance for a portion of its net
deferred  tax  asset  due  to the ownership changes limitation on the use of the
loss  carry  forward.

NOTE  10  BACKLOG
-----------------

The  estimated  gross revenue on work performed on signed contracts at March 31,
2003,  was  $1,762,965.

NOTE  11  EARN-OUT  CONVERSION
------------------------------

Prestige,  a   wholly   owned  subsidiary   of  the   Company,   acquired  Zenex
Communications  February  19,  1999.  The  terms  of  the acquisition included a
provision  whereby  the  sellers  may  earn additional amounts if the cumulative
collected  gross  sales revenue reaches certain levels, (the "earn-out rights").
In  accordance  with  the  Agreement,  $317,647  in  earn-out  rights was due on
December  30,  2001.

                                       17
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  11  EARN-OUT  CONVERSION  (continued)
-------------------------------------------

In  August  2002,  an  Agency  Agreement  was  signed with a related party, (the
"Agent")  for  assistance in commercial debt restructuring and conversion of the
earn-out  rights  obligation  into  equity.  Under  the  terms  of  the  Agency
Agreement,  the Agent contacted and offered a Conversion Agreement to the former
shareholders of Prestige.  The Agent is to be compensated with 700,000 shares of
common stock.  The deemed value of the conversion is $0.52 per share.  Under the
terms  of  the  Conversion  Agreement,  certain  former  Prestige  shareholders
converted  their  earn-out  rights to Company stock.  1,794,268 shares of common
stock  were issued for the conversion and 700,000 shares issued under the Agency
Agreement.  As  of  March  31,  2003,  approximately  89% of the former Prestige
shareholders  agreed  to  the  conversion.

NOTE  12  COMMITMENTS  AND  CONTINGENCIES
-----------------------------------------

Guaranty  of  Promissory  Notes

In  regard  to  the  Red  River  sale  discussed  in Note 18, the Company is the
guarantor on notes totaling approximately $525,000.  In the event that Red River
does  not  sign  the  option  agreement  and execute an operating agreement, the
Company  will  be  required to service approximately $9,000 in monthly principle
and  interest  payments.

Warranties

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  banks.  Accounts  at  each
institution  are  insured  by  the  Federal  Deposit Insurance Corporation up to
$100,000.  Any amounts in excess of this would not be insured if the institution
should  fail.

NOTE  13  -  LETTER  OF  CREDIT
-------------------------------

At  December 31, 2002, the Company had a $175,000 letter of credit issued to its
insurance  carrier  that  matures  on  February  18,  2004.

NOTE  14  -  EARNINGS  PER  SHARE
---------------------------------

<TABLE>
<CAPTION>
                                                      March 31,     December 31,
                                                        2003           2002
                                                   ------------     ------------
          Primary earnings per share:
            (in  thousands)
<S>                                                <C>              <C>
            Common  shares  outstanding             50,836,558       48,342,290
                                                   -----------      -----------
            Weighted average shares outstanding     50,836,558       48,274,686
                                                   -----------      -----------
            Earnings  (loss)  per  share           $     (.003)     $     (.039)
                                                   ===========      ===========

          Fully  diluted  earnings  per  share:
            Common  shares  outstanding             50,836,558       48,342,290
                                                   -----------      -----------
            Weighted average shares outstanding     50,836,558       48,342,290
                                                   -----------      -----------
            Earnings  (loss)  per  share           $      (.03)     $     (.039)
                                                   ===========      ===========
</TABLE>

                                       18
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  15  STOCK  OPTIONS
------------------------

In  accordance  with the terms of an April 1999 loan agreement with Federal Bank
Centre, a five-year option was granted to the bank to purchase 500,000 shares of
the  Company's  common  stock  for  $0.15  per  share.

In  accordance  with  the  terms  of  a  January  2001  loan  agreement  with  a
shareholder, a five-year option was granted for the purchase of 1,200,000 shares
of  the  Company's  common  stock  for  $0.10  per  share.

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
30,000,000  shares  of  common  stock  for  $0.04  per  share.

In  connection  with  the  financing  of certain equipment described in Note 18,
200,000  options  at  $0.08  per  share  were  granted.

NOTE  16  -  RELATED  PARTY  TRANSACTION
----------------------------------------

Aduddell Roofing leases office and warehouse space from Aduddell Holdings, Inc.,
a  corporation  wholly  owned  by  Tim  Aduddell,  a majority shareholder of the
Company.  The  lease  is  for  one  year and expires on September 30, 2003.  The
monthly  lease payments are $15,000.  For the period ending March 31, 2003, rent
expense  was $45,000.  There is a remaining lease obligation of $90,000 at March
31,  2003.

NOTE  17  CHANGE  IN  MANAGEMENT
--------------------------------

On  March  17,  2002,  the  Company  announced a change in management.  Fireball
Enterprises  LLC,  which  held  twenty-seven percent (27%) of the Company stock,
bought  an  additional  7.65  million shares from Marc Newman, the President and
Chief  Executive Officer and Doug Newman, the Chief Financial Officer.  Marc and
Doug  Newman  resigned  as Officers and Directors, and a new Chief Executive was
named.

The  purchase  involved  a  cash  price of $100,000, a termination of the Newman
employment  agreements,  and the substitution of certain Fireball principals for
the  Newmans  as  guarantors of corporate borrowings, and the exchange of mutual
releases.

NOTE  18  DISCONTINUED  OPERATIONS
----------------------------------

Zenex Communications, a subsidiary of the Company, entered into three agreements
(the  "Red  River  Agreements")  with  Red  River Networks, LLC ("Red River") an
Oklahoma  limited  liability  company  effective  November  25, 2002.  Red River
provides consulting and related services in the long distance telecommunications
industry.  Zenex  Communications  is  the owner of direct long distance services
and  prepaid  accounts  and  is  in  the  business  of  providing  long distance
telecommunications,  in  part,  by  means of its own switching equipment.  Zenex
Communications  was unable to pay the amount owed to Global Crossings Bandwidth,
Inc.  ("Global"),  Zenex

                                       19
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  18  DISCONTINUED  OPERATIONS  (continued)
-----------------------------------------------

Communications'  primary  carrier  of  long  distance traffic.  In an attempt to
prevent  the  termination  of  services  from  Global  and  to  allow  Zenex
Communications  to  continue  to  operate  in  a  limited fashion and windup its
affairs in an orderly manner, Zenex Communications and Red River agreed that (a)
Red  River would acquire Zenex Communications customers (Book of Business) under
the  Purchase  Agreement  (b)  Zenex  Communications would issue to Red River an
option  to  acquire Zenex Communications' equipment under the terms of an Option
Agreement,  and  (c)  Zenex  Communications  would  retain  Red River to provide
certain services on the terms and conditions set forth in the Service Agreement.
The three agreements effectively terminate the telecommunications segment of the
Company,  and  the  subsidiary  is  in  the  process  of  liquidation.

Purchase  Agreement

Under  the  terms  of  the  Purchase  Agreement,  Red River agreed to pay Global
$27,843  to  prevent  the  immediate  termination  of Zenex Communications' long
distance  services  and  to  buy  Zenex  Communications' Book of Business, which
includes  all  of  the  customers and pre-paid accounts of Zenex Communications.

Option  Agreement

Under  the  terms  of  the Option Agreement (the "Option"), Zenex Communications
granted  Red River the exclusive and irrevocable option to purchase all of Zenex
Communications'  rights,  title,  and  interest  in  certain  switching  and
telecommunications  equipment  used in the direct long distance service provided
by  Zenex  Communications.  Additionally,  Red River was to assume approximately
$525,000  in  promissory  notes  that  are  guaranteed  by a third party and the
Company.  The  bank  was  unwilling  to  refinance  the  loans  to Red River and
therefore  required  the  third  party  guarantor  to  refinance the loans.  The
Company  remains a guarantor on the loans to the third party and the third party
now  owns the switching and telecommunications equipment.  The third party is in
negotiation  with  Red River to sign an operating lease to provide the necessary
funds  to  pay the bank obligation.  The Red River option has expired, and there
is  no assurance that Red River will sign an operating lease to provide funds to
pay  the obligation.  In the event the negotiations are unsuccessful the Company
will  be  required  to  pay  approximately $9,000 in monthly debt service to the
bank.

Service  Agreement

Under  the  terms of the Service Agreement, Red River agreed to provide to Zenex
Communications  on  a nonexclusive basis, services relating to the operations of
the equipment under the Option Agreement for the benefit of the Book of Business
purchased  by  Red  River  under  the  Purchase Agreement.  Zenex Communications
agreed  to  pay  Red  River  a  fee  in  the  amount  of the accounts receivable
outstanding  at  November  25,  2002, of approximately $632,000 and all accounts
receivable  arising  during  the  term  of the Service Agreement.  Additionally,
Zenex  Communications  directed  Red  River  to  pay  certain operating and debt
service  costs  of  Zenex  Communications.

                                       20
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  18  DISCONTINUED  OPERATIONS  (continued)
-----------------------------------------------

Condensed financial information relating to the discontinued operations of Zenex
Communications  is  as  follows:

<TABLE>
<CAPTION>
                                                December 31, 2002
                                                -----------------
<S>                                               <C>
          Current  assets                         $    518,515
          Net  property  and  equipment                872,775
          Net  other  assets                           729,139
                                                  ------------
            Total  assets                            2,120,429
                                                  ------------
          Current  liabilities                       1,739,923
          Long-term  debt                              469,323
                                                  ------------
            Total  liabilities                       2,209,246
                                                  ------------
          Net  liabilities  of
            discontinued  subsidiary              $     88,817
                                                  ============
</TABLE>

NOTE  19  -  BUSINESS  COMBINATION
----------------------------------

As  discussed  in  Note  1,  the Company signed an agreement to acquire Aduddell
Roofing on September 27, 2002, in a business combination which was accounted for
as  a purchase.  The pro forma condensed consolidated statement of operation for
the  three  months  ended  March  31,  2002  is  as  follows:

<TABLE>
<CAPTION>
                                                    2002
                              -------------------------------------------------
                                Zenex    Discontinued    Aduddell     Combined
                              ---------  ------------   ----------   ----------
<S>                           <C>         <C>           <C>          <C>
Income                        $ 556,224   $ (556,224)  $1,075,224   $ 1,075,224

Cost of Sales                   454,184     (454,184)   1,212,768     1,212,768

Gross  Profit                   102,040     (102,040)    (137,544)     (137,544)

Operating  Expenses             522,026     (522,026)     646,104       646,104

Other  Income(Expense)         (139,619)     139,619       10,997        10,997
                              ---------   ----------   ----------   -----------
Net Income(Loss) before
  Discontinued  Operations     (559,605)     559,605     (722,651)     (722,651)

Discontinued Operations,
  Net  of  Income  Taxes              -     (559,605)           -      (559,605)

Net Income (Loss) before
  Income Taxes                 (559,605)           -     (722,651)   (1,282,256)

Income Tax Benefit (Expense)          -            -      293,667       293,667
                              ---------   ----------   ----------   -----------

Net  Income(Loss)             $(559,605)  $        -   $ (478,984)  $(1,038,589)
                              =========   ==========   ==========   ===========
</TABLE>



                                       21
<PAGE>
Item  2.  Management's  Discussion  and  Analysis  or  Plan  of  Operation.

     The  terms  "Zenex",  "we", "our" and "us" and other similar terms refer to
Zenex  International,  Inc.  and its direct and indirect subsidiaries, unless we
specify  otherwise.  Zenex  (R)  is  our  registered trademark.  All other trade
names,  trademarks  and  product  names in this report are the property of their
respective  owners.

     We  are  engaged  in  the  commercial and industrial roofing and re-roofing
businesses through Aduddell Roofing & Sheet Metal, Inc. ("Aduddell Roofing") and
have  been  engaged  in the telecommunications services industry, primarily on a
wholesale  level, through Zenex Communications.  We acquired Aduddell Roofing in
October  2002   and   subsequently   discontinued   the   operations   of  Zenex
Communications.

                           FORWARD-LOOKING STATEMENTS

     This  quarterly  report  on Form 10-QSB 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 quarterly report on Form 10-QSB, including without limitation,
the  statements  under  "Item 2. Management's Discussion and Analysis or Plan 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:

     -  our  ability  to  expand  Zenex's  business  and  make  it  profitable;

     -  actions  of  our  competitors;  and

     -  statements regarding our anticipated revenues, expense levels, liquidity
        and  capital  resources  and  projections   of   when  we  will  achieve
        break-even  or 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 have been correct. Important factors with respect to any such forward-looking
statements,  including  certain  risks and uncertainties that could cause actual
results  to differ materially from our expectations (Cautionary Statements), are
disclosed  in  this  quarterly  report  on  Form  10-QSB.

     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 the
Cautionary  Statements.  See  "Risk Factors" in our annual report on Form 10-KSB
for  further  information  regarding  risks  and  uncertainties  related  to our
businesses.

                                       22
<PAGE>

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

Introduction

     Our  revenues  are  derived  primarily from comprehensive roofing services,
including re-roofing, restoration and repair, new roof construction, sheet metal
fabrication  and  waterproofing.  We  also  provide  limited residential roofing
services.  We  also offer maintenance services, which provide recurring revenues
and  ongoing  interaction with our customers.  All of our revenues for the three
months  ended  March  31,  2003,  were derived from re-roofing, restoration, and
repair  services.    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.  Typically, because of winter weather during the
first  and fourth calendar quarters of each year, we have experienced periods of
relatively  lower  revenues  and gross profits with no corresponding decrease in
selling,  general  and  administrative  expenses.  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.

Seasonal  and  Cyclical  Nature  of  the  Commercial  Roofing  Industry

     The  construction  industry  is  cyclical  and  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.  Nevertheless, we expect our
revenues  and  operating results generally will be lower in the first and fourth
quarters.

Retention

     Retention  is  typically  required  by  roofing  contracts  for  commercial
construction.  Retention  (defined  as  amounts  withheld from progress billings
until  final  and satisfactory contract completion) is typical on new commercial
construction  work  for  both the sheet metal and roofing operations.  Retention
typically  ranges from 5% to 10% of the contract, and may be reduced at the time
of  final billing of our portion of the contract.  The balance may be held until
final  closeout of the project, including the work of other subcontractors.  The
amount  of  retention  will  vary  based  upon  the  mix  and timing of contract
completion.

                                       23
<PAGE>

Discontinued  Operations

     Before  the  acquisition  of Aduddell Roofing effective October 1, 2002, we
were  primarily  engaged  in the wholesale of telecommunication services through
our  subsidiary,  Zenex  Communications.  The  primary  products  were wholesale
calling  cards  and  "one  plus"  long  distance  service.  Zenex Communications
primarily  marketed  its  product  to distributors and switchless resellers, who
remarket  the  products  to  retailers.

     In 2001, Zenex Communications lost its largest customer. As it attempted to
refocus  its  business  strategy, it was encumbered by an industry that has been
and  continues  to  experience consolidation, a commoditization of long distance
minutes,  bankruptcies,  over-capacity  and  economic downturn. During the third
quarter  of 2002, Communications sustained a non-collectible trade receivable of
$338,170  from  a  distributor  of  pre-paid international calling cards. In the
fourth  quarter,  a  carrier terminated long distance service to Communications'
primary  long   distance   provider,   which   threatened   the  termination  of
Communications'  services  as  well. For continued service, the carrier demanded
payment  guaranties  that  Communications  was  unable  to  provide.

     To  facilitate  continued  service  to  its customers and permit an orderly
winding  up  of its affairs, Communications entered into several agreements with
Red  River  Networks, LLC, an unaffiliated entity, in November 2002. Under these
agreements,   Red  River   purchased   Communications'  service  contracts  (its
customers)  for  $27,843  and  acquired  an  option  to purchase Communications'
switching  and  other  telecommunications equipment for the assumption of office
leases  and  $525,000 in borrowings that are guaranteed by a third party and the
Company.  The  bank  was  unwilling  to  refinance  the  loans  to Red River and
therefore  required  the  third  party guarantor to refinance the loans. The Red
River option expired on April 30, 2003, and there is no assurance that Red River
will  sign  an  operating  lease  to provide funds to pay the obligation. In the
event  Red  River  does  not  agree to continue operating the business, we would
again  become responsible for paying the borrowing obligations that Red River is
currently  paying.

Critical  Accounting  Policies  and  Estimates

General

     Our  discussion  and  analysis   of  financial  condition  and  results  of
operations  are  based  upon  our   December  31,  2002  consolidated  financial
statements,  which  have  been prepared in accordance with accounting principles
generally  accepted  in  the  United States and the three months ended March 31,
2003, and 2002, that are reviewed in accordance with Statements on Standards for
Accounting  and  Review  services  issued by the American Institute of Certified
Public  Accountants.  The  preparation of these financial statements requires us
to  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

                                       24
<PAGE>

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  believe  the  following  critical  accounting  policies affect our more
significant  judgments and estimates used in the preparation of our consolidated
financial  statements.

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.  We consider the total cost method to be
the  best available measure of progress on the contracts.  We recognize revenues
from  cost-plus-fee contracts based on 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.  Our general and administrative costs are
charged  to  expense  as  incurred.  We  make provisions for estimated losses on
uncompleted  contracts  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 we recognize 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.

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  ten  years.

Results  of  Operations

     Results  of  operations for the first quarter 2003 reflect the revenues and
expenses  of  Aduddell  Roofing,  which  was acquired effective October 1, 2002.
Operations for the first quarter 2002 reflect the revenues and expenses of Zenex
Communications,  which  was  discontinued  in 2002.  Reclassifications have been
made  to  the  2002  financial  statements  to  conform  to  the  current period
presentation as discontinued operations.  Results of operations are discussed by
comparing  the  March 31, 2002, results of operations of Aduddell Roofing, which
is  reflected  in  Notes  to  the  Consolidated  Financial  Statements  Note 19,
pro-forma  presentation of Aduddell Roofing for the three months ended March 31,
2002.

     Revenues.  The  revenues  for  the  three months ended March 31, 2003, were
$1,477,008  compared  to revenues of $1,075,224 for the three months ended March
31,  2002.  Revenues  increased  by hiring experienced sales personnel to expand
sales in our existing markets and expand into new markets. Typically, because of
winter  weather  during  the first and fourth calendar quarters of each year, we
have  experienced  lower  revenues and gross profits. We feel that the increased
sales  force  and  expanded  markets  will  help  offset  some  of  the seasonal
variations.

                                       25
<PAGE>

     Operating Expenses. Operating expenses for the three months ended March 31,
2003,  were  $2,059,573  compared  to expense of $1,859,573 for the three months
ended  March  31,  2002. Although revenues are typically lower in the fourth and
first  quarters  of  the  calendar  year  there  is no corresponding decrease in
selling, general and administrative expenses. The material increases in indirect
operating  expenses  for  the  first  quarter  2003  were primarily due to costs
associated  with  the  increased  sales  staff  and  increased  insurance rates.

     Operating  Loss.  Operating loss for the three months ended March 31, 2003,
was $327,415 compared to a loss of $478,984 for the three months ended March 31,
2002.

     Discontinued  Operations.  For  the  three  months ended March 31, 2003, we
realized  a  net  gain  of  $185,763  from  the discontinued operations of Zenex
Communications.  The  net  gain  includes  a  loss  on  the sale of discontinued
operations  of  $1,127,014  and  a  gain from the forgiveness of debt due to the
insolvency  filing  of  Zenex  Communications  of  $1,312,777.  The discontinued
operations for the first quarter 2002 reflect the revenues and expenses of Zenex
Communications,  which  were  discontinued  in  2002.

     Net  Loss.  The  net  loss  for  the three months ended March 31, 2003, was
$141,652.  A  net  gain of $185,763 resulted from the discontinued operations of
Zenex  Communications. The balance of the loss, $327,415 was attributable to the
operations  of  Aduddell  Roofing.  This  compares to a loss of $478,984 for the
three  months  ended  March  31,  2002,  for  Aduddell  Roofing.

Liquidity  and  Capital  Resources

     Total assets decreased from $7,586,359 to $6,448,932, liabilities decreased
from $5,369,668 to $4,130,949 and shareholders' equity increased from $2,216,691
to  $2,317,983  from  December  31,  2002,  to  March  31,  2003.

     Net cash decreased from $612,844 at December 31, 2002, to $548,723 at March
31,  2003.  For  the  three  months  ended  March 31, 2003, net cash provided by
operating  activities was $125,349. Net cash used in investing activities during
this  period  was  $23,950.  Net  cash  used in financing activities during this
period  was $165,520, primarily from retirements of long-term debt. At March 31,
2003, we had a working capital deficit of $717,595 compared to a working capital
deficit  at  December  31,  2002,  of  $589,487.

     The  acquisition  of  Aduddell  Roofing  and  the  discontinuation  of
Communications  represent  a  dramatic  shift.  Having  discontinued  the
Communications' operations, we believe that the results of operations for future
periods  will  be  stronger  than  in  previous  periods.

Item  3.  Controls  and  Procedures

     Evaluation  of  disclosure  controls  and  procedures.  As  of  a date (the
"Evaluation Date") within 90 days before the filing date of this Report, our CEO
and  CFO  evaluated  the effectiveness of the Company's "disclosure controls and
procedures"  (as  defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
and 15-d-14(c)).  They concluded that, as of the Evaluation Date, the disclosure
controls  and  procedures  were  effective  and designed to ensure that material

                                       26
<PAGE>

information  relating  to the Company and its consolidated subsidiaries would be
made  known  to  them  by  others  within  those  entities.

     Changes  in  internal  controls.  After  the Evaluation Date, there were no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect  those  controls.

                           PART II.  OTHER INFORMATION

Item  1.  Legal  Proceedings.

     On  May  12,  2003,  a  subsidiary,  Zenex Long Distance, Inc., d/b/a Zenex
Communications, Inc. ("Communications"), filed a petition in the U.S. Bankruptcy
Court for the Western District of Oklahoma (Case No. 03-15188 BH) seeking relief
under  Chapter  7.   Chapter  7   contemplates   a   complete   liquidation   of
Communications'  assets  and  a  distribution  to its creditors. We discontinued
Communications'  operations  in the fourth quarter of 2002 and have restated our
financial  statements  for the prior periods to reflect the discontinuation. See
Part  I,  Item 1. Financial Statements and Notes Thereto", and Part II, "Item 5.
Other  Information".

     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  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  2.  Change  in  Securities  and  Use  of  Proceeds.

     On  January  1, 2003, we issued 1,794,268 shares of common stock to certain
former   shareholders  of   Zenex  Communications,  Inc.   When   we   purchased
Communications  from  these  shareholders  in  1999,  they  retained  rights  to
additional  consideration  if Communications cumulative collected gross revenues
reached certain levels (the "earn-out rights"). The earn-out rights had resulted
in  payables  of  $317,647  as of December 31, 2001. The shareholders to whom we
issued  shares  agreed  to convert their earn-out rights to common stock. At the
same  time,  we  issued  700,000  shares  to  three  persons  for  assistance in
commercial  debt restructuring and conversion of the earn-out rights into common
stock.

     We  believe  that  these  transactions  are  exempt  from  the registration
provisions  of  the  Securities Act under the exemption provided by Section 4(2)
because:
     1. None of these issuances involved underwriters, underwriting discounts or
        commissions;
     2. All of the shares were treated as "restricted" and legends are placed on
        all  certificates;
     3.  The  issuances did not involve general solicitation or advertising; and
     4. The issuances were made to fewer than 15 persons, who were sophisticated
        enough to evaluate the decision, who were provided information about our
        business, and who were  afforded  the  opportunity  to ask questions and
        receive answers about our business from our management before making any
       decision.

Item  5.  Other  Information.

     On  April  10,  2003,  Communications' transferred substantially all of its
assets  to  Ricky Naylor under a Purchase and Sale Agreement. Communications was
near default on certain commercial borrowing obligations totaling $383,642, with
respect  to  which Mr. Naylor was a guarantor or co-maker. The transfer occurred
in  exchange  for  Mr.  Naylor's  assumption of $370,000 of the obligations. The
$13,642  difference  was paid by Red River Networks, LLC, in connection with its
possible  acquisition  of  the  Communication  assets.  The  book  value  of the
equipment  at  March  31, 2003, was $837,055. We believe the market value of the
equipment  is  substantially  less and that this transaction was fair to, and in
the  best interests of, us and our shareholders. We have agreed to indemnify Mr.
Naylor  from any losses associated with the bank loan and the disposition of the
acquired assets, which continues an earlier indemnity arrangement. Mr. Naylor is
one  of  our  principal  shareholders.

     The  assets that Mr. Naylor purchased were subject to an option in favor of
Red River Networks, LLC, an unaffiliated entity. In November 2002, Red River had
purchased  Communications'  service  contracts  (its  customers) for $27,843 and
assumed  an  interim  operation of the telecommunications system. Red River also
acquired  an  option   to   purchase   Communications'   switching   and   other
telecommunications equipment for the assumption of office leases and $525,000 in
borrowings.  These  borrowings were guaranteed by Mr. Naylor and Zenex. The bank
was  unwilling to refinance the loans to Red River, which required Mr. Naylor to
refinance  the  loans. The Red River option expired on April 30, 2003. Red River
presently  continues  to  operate  Communications'  former system. Mr. Naylor is
attempting  to  complete  a  sale  to  Red River under terms comparable to those
negotiated  in  November.  There  is no assurance that Red River will complete a
purchase  or  other  acquisition  of  the  telecommunications  system

                                       27
<PAGE>

and  repayment  of  the  $525,000  in borrowings. If Red River does not agree to
purchase  the remaining assets, continue operating the business and paying these
obligations,  we would again become responsible for paying at least a portion of
the  borrowing  obligations  that  Red  River  is  currently  paying.

Item  6.   Exhibits  and  Reports  on  Form  8-K.

     (a)   Exhibits

     10.1  Purchase  and  Sale  Agreement  dated  April 10, 2003,  between Ricky
           Naylor and  Zenex  Long  Distance,  Inc.

     10.2  Indemnification Agreement  dated April 10, 2003, between Ricky Naylor
           and  Zenex  International,  Inc.

     99.1  Section  1350  Certification

     (b)   Reports  on  Form  8-K  -  None



















                                       28
<PAGE>

                                   SIGNATURES

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

                                        ZENEX  INTERNATIONAL,  INC.


Date:     May  20,  2003                by:/s/  Ron Carte
                                           -------------------------------------
                                           Ron  Carte
                                           President  and  Chief  Executive
                                             Officer


Date:     May  20,  2003                by:/s/  Debra  G. Morehead
                                           -------------------------------------
                                           Debra  G.  Morehead
                                           Chief  Financial  Officer
























                                       29
<PAGE>

                                  CERTIFICATION
                           PURSUANT TO SECTION 13a-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I,  Ron  Carte,  certify  that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Zenex
     International,  Inc.;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;  and

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report.

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     (b)  evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     (c)  presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     (b)  any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  May  20,  2003
                                    /s/ Ron Carte
                                    --------------------------------------------
                                    Ron Carte
                                    Chairman of the Board and
                                      Chief Executive Officer


<PAGE>

                                  CERTIFICATION
                           PURSUANT TO SECTION 13a-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I,  Debra  G.  Morehead,  certify  that:

1.   I  have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Zenex
     International,  Inc.;

2.   Based  on  my  knowledge, this quarterly report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  quarterly  report;  and

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  quarterly  report,  fairly  present in all
     material  respects  the financial condition, results of operations and cash
     flows  of  the  registrant  as  of,  and for, the periods presented in this
     quarterly  report.

4.   The  registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during  the  period  in  which this quarterly
          report  is  being  prepared;

     (b)  evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  quarterly  report  (the  "Evaluation  Date");  and

     (c)  presented  in  this  quarterly  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   The  registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the registrant's auditors and the audit
     committee  of  registrant's  board  of directors (or persons performing the
     equivalent  function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     (b)  any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     quarterly  report whether or not there were significant changes in internal
     controls  or  in  other  factors  that  could significantly affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:  May  20,  2003

                                   /s/ Debra G. Morehead
                                   ---------------------------------------------
                                   Debra G. Morehead
                                   Chief Financial Officer