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: September 30, 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 November 13, 2003:
47,836,558.

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





                                        1
<PAGE>

                            ZENEX INTERNATIONAL, INC.


                                      INDEX

                          PART I. FINANCIAL INFORMATION

Item  1.  Financial  Statements

     Independent  Accountant's  Review  Report                                 4

     Financial  Statements:

          Consolidated  Balance  Sheets                                      5-6

          Consolidated  Statements  of  Operations                           7-8

          Consolidated  Statements  of  Cash  Flows                         9-10

          Notes  to  the  Financial  Statements                            11-22

Item  2.  Management's Discussion and Analysis or Plan of Operation        23-28

Item  3.  Controls  and  Procedures                                           28


                           PART II. OTHER INFORMATION

Item  6.  Exhibits  and  Reports  on  Form  8-K                               29

          Signatures                                                          30





                                        2
<PAGE>


                            ZENEX INTERNATIONAL, INC.

                         PART I - FINANCIAL INFORMATION

Item  1.  Financial  Statements  -  September  30,  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.























                                        3
<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  of  September  30,  2003, and the related consolidated
statements  of  income  for the three months and nine months ended September 30,
2003 and 2002, and the consolidated statements of cash flows for the nine months
ended September 30, 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 financial statements for Zenex International, Inc. were
audited  by us and we expressed an unqualified opinion in our report 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

November  4,  2003






                                        4
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                   September 30,  December 31,
                                                       2003           2002
                                                                  (Unaudited)
                                                  -------------   -------------
                  Assets

Current  Assets
<S>                                               <C>             <C>
  Cash                                            $     355,581   $     612,844
  Accounts receivable                                 5,358,949       2,684,215
  Costs  and  estimated  earnings  in
    excess of billings on uncompleted contracts         314,167          12,477
  Shareholder  receivable                                     -           1,828
  Officer receivable                                    211,913         213,672
  Income  tax  receivable                                     -         136,592
  Prepaid expenses                                      151,361         208,320
  Employee and other receivables                         58,950         239,063
                                                  -------------   -------------
                                                      6,450,921       4,109,011
                                                  -------------   -------------


Non-Current  Related  Party  Receivable               1,654,862       1,615,693
                                                  -------------   -------------


Property and Equipment                                1,808,953       1,758,666
  Less:  accumulated depreciation                    (1,203,327)     (1,129,267)
                                                  -------------   -------------
                                                        605,626         629,399
                                                  -------------   -------------

Other
  Marketable equity securities                            4,510           2,050
  Deferred tax asset                                  1,053,000       1,230,206
                                                  -------------   -------------
                                                      1,057,510       1,232,256
                                                  -------------   -------------

                                                  $   9,768,919   $   7,586,359
                                                  =============   =============
</TABLE>


             See accompanying notes and accountant's review report.

                                        5
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                   September 30,  December 31,
                                                       2003           2002
                                                   (Unaudited)
                                                  -------------   -------------
     Liabilities and Stockholders' Equity

Current Liabilities
<S>                                               <C>             <C>
  Advances on line of credit                      $     750,010   $   1,175,000
  Current portion of long-term debt                     769,139         906,442
  Accounts and subcontract payables                   2,879,401       1,453,548
  Zenex stock acquisition payable (note 11)                   -         317,647
  Accrued liabilities                                   606,733         346,360
  Insurance payable                                      73,113         179,168
  Billings  in  excess  of  costs and estimated
    earnings on uncompleted contracts                   183,380         320,333
                                                  -------------   -------------
                                                      5,261,776       4,698,498

Long-Term Debt (Net of Current Portion)                 553,990         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, 47,836,558 and 48,342,290
    shares issued and outstanding at
    September  30,  2003 and December 31, 2002)          47,836          48,342
  Paid-in capital                                     4,861,533       4,616,853
  Unrealized gain (loss) on available for
    sale securities                                     (18,944)        (21,404)
  Retained earnings (deficit)                          (937,272)     (2,427,100)
                                                  -------------   -------------
                                                      3,953,153       2,216,691
                                                  -------------   -------------

                                                  $   9,768,919   $   7,586,359
                                                  =============   =============
</TABLE>




             See accompanying notes and accountant's review report.

                                        6
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                          Three Months Ended          Nine Months Ended
                                             September 30,              September 30,
                                          2003         2002          2003           2002
                                       (Unaudited)  (Unaudited)   (Unaudited)    (Unaudited)
                                       ----------   -----------   -----------   -------------
<S>                                    <C>          <C>           <C>           <C>
Revenues                               $6,817,313   $         -   $14,769,609   $           -

Operating Expenses
  Cost  of  sales                       5,669,227             -    12,122,363               -
  Selling, general and administrative     108,444             -       780,137               -
  Warranty                                 33,474             -        65,574               -
                                       ----------   -----------   -----------   -------------
                                        5,811,145             -    12,968,074               -
                                       ----------   -----------   -----------   -------------

Operating Income (Loss)                 1,006,168             -     1,801,535               -

Other Income (Expense)
  Interest  income                         17,607             -        56,923               -
  Merger related expense                        -      (360,000)            -        (360,000)
  Gain on sale of assets                        -             -         5,000               -
  Realized loss on securities                   -             -             -        (270,882)
  Other  income                             5,604             -        12,377               -
                                       ----------   -----------   -----------   -------------
                                           23,211      (360,000)       74,300        (630,882)
                                       ----------   -----------   -----------   -------------

Net Income (Loss) from Operations
  Before Income Taxes                   1,029,379      (360,000)    1,875,835        (630,882)

  Income  tax  (expense)  benefit        (679,450)            -      (508,447)              -
                                       ----------   -----------   -----------   -------------

Net Income (Loss) Before
  Discontinued Operations and
  Sale of Discontinued Business           349,929      (360,000)    1,367,388        (630,882)
                                       ----------   -----------   -----------   -------------

Discontinued Operations

  Income (loss) from discontinued
    business operations  net of
    income  taxes                               -      (315,758)            -        (875,364)

  Gain (loss) 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      (63,321)            -    (1,190,335)              -
                                       ----------   -----------   -----------   -------------

Net Income (Loss)                         286,608      (675,758)    1,489,830      (1,506,246)
</TABLE>




             See accompanying notes and accountant's review report.

                                        7
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                          Three Months Ended          Nine Months Ended
                                             September 30,              September 30,
                                          2003         2002          2003           2002
                                       (Unaudited)  (Unaudited)   (Unaudited)    (Unaudited)

                                       ----------   -----------   -----------   -------------
Other Comprehensive Income:
<S>                                    <C>          <C>           <C>           <C>
   Unrealized  holding  gain (loss)         2,460             -             -               -
   Reclassification  adjustment                 -             -             -               -
                                       ----------   -----------   -----------   -------------

Comprehensive Income (Loss)            $  289,068   $  (675,758)  $ 1,489,830   $  (1,506,246)
                                       ==========   ===========   ===========   =============

  Primary Earnings (Loss) per Share    $     0.01   $     (0.02)  $      0.03   $       (0.05)
                                       ==========   ===========   ===========   =============

  Fully Diluted Earnings (Loss)
    per Share                          $     0.00   $     (0.02)  $      0.02   $       (0.05)
                                       ==========   ===========   ===========   =============

  Earnings (Loss) per Share from
    Discontinued Operations                     -   $     (0.01)  $         -   $       (0.03)
                                       ==========   ===========   ===========   =============

  Earnings (Loss) per Share from
    Continuing Operations                    0.01   $     (0.01)  $      0.03   $       (0.02)
                                       ==========   ===========   ===========   =============
</TABLE>




             See accompanying notes and accountant's review report.

                                        8
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    For the Nine Months Ended September 30,

<TABLE>
<CAPTION>
                                                         2003          2002
                                                     -----------   -----------
Cash Flows from Operating Activities
<S>                                                  <C>           <C>
  Net income (loss)                                  $ 1,489,830   $(1,506,246)

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

      Depreciation and amortization                      132,355       113,067
      Investments transferred for compensation                 -        64,368
      Bad  debt  write-off                                     -       165,717
      Gain on sale of property and equipment           1,127,014        (2,440)
      Realized gain on forgiveness of debt            (1,317,777)            -
      Realized loss on disposal of securities                  -       270,882
      Issuance  of common stock for services                   -       220,000
      (Increase)  Decrease  from  changes  in:
        Accounts receivable                           (2,674,734)     (328,924)
        Costs and estimated earnings in excess
          of billings on uncompleted contracts          (301,690)            -
        Shareholder  receivable                            1,828             -
        Officer  receivable                                1,759             -
        Income  tax  receivable                          136,592             -
        Related  party  receivable                       (39,169)            -
        Deferred  taxes                                   88,559             -
        Deposits                                               -         2,594
        Prepaid  expenses                                 56,959       (13,546)
        Employee  and  other  receivables                180,113             -
      Increase (Decrease) from changes in:
        Accounts payable                               1,561,123       257,800
        Insurance  payable                              (106,055)            -
        Accrued liabilities                              249,876       140,737
        Billings in excess of costs and estimated
          earnings  on  uncompleted  contracts          (136,953)            -
        Prepayments  and  customer deposits                    -        22,047
                                                     -----------   -----------

  Net adjustments to net income                       (1,040,200)      912,302
                                                     -----------   -----------

  Net cash provided (used) by operating activities       449,630      (593,944)
                                                     -----------   -----------
</TABLE>



             See accompanying notes and accountant's review report.

                                        9
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                    For the Nine Months Ended September 30,

<TABLE>
<CAPTION>
                                                         2003          2002
                                                     -----------   -----------
Cash Flows from Investing Activities
<S>                                                  <C>           <C>
  Proceeds from sale of property and equipment             5,000             -
  Purchase of property and equipment                     (81,383)       (6,250)
                                                     -----------   -----------
  Net cash used by investing activities                  (76,383)       (6,250)
                                                     -----------   -----------

Cash Flows from Financing Activities
  Change  in  notes  receivable                                -         1,000
  Net  change  in  line  of  credit                     (424,990)            -
  Proceeds  from  long-term  debt                        225,535       668,480
  Retirement  of  long-term  debt                       (431,055)      (80,056)
  Proceeds from issuance of common stock                       -       100,000
                                                     -----------   -----------
  Net cash provided (used) by financing activities      (630,510)      689,424
                                                     -----------   -----------

Net Increase (Decrease) in Cash                         (257,263)       89,230

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

Cash at End of Period                                $   355,581   $    89,569
                                                     ===========   ===========

Supplemental Disclosure of Cash Flow
  Information

  Cash  paid  for:
    Interest                                         $   113,216   $    58,433
    Taxes                                                    989             -

Supplemental Schedule of Non-Cash
  Investing and Financing Activities

  Fixed asset additions                              $    38,803   $    28,557
                                                     -----------   -----------

  Liabilities  assumed  or  incurred                      38,803        28,557
                                                     ===========   ===========

  Liabilities transferred with fixed asset disposal  $         -   $    20,871
                                                     ===========   ===========

  Common stock issued for services                   $    35,000   $   220,000
                                                     ===========   ===========
</TABLE>



             See accompanying notes and accountant's review report.

                                        10
<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.

                                       11
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

The  Company's  September  30, 2003 consolidated balance sheet includes Aduddell
Roofing.  The  December  31,  2002, consolidated balance sheet includes 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  nine  months  ended  September 30, 2003, includes Aduddell
Roofing   and   the  discontinued  operations  of  Zenex  Communications.    The
consolidated  statement  of  operations  for the nine months ended September 30,
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.

                                       12
<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  September  30, 2003, two customers accounted for approximately 64% of the
revenue.

The Company's receivables at September 30, 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
September  30,  2003,  the Company had three customers that accounted for 75% 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.

                                       13
<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
September  30,  2002, financial statements have been reclassified to reflect the
discontinued  operations  of the Company.  Net income from continuing operations
reflects  the  operations  of  Aduddell  Roofing, the single business segment in
which  the  Company  operates  at  September  30,  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>
                                    September 30,       December 31,
                                         2003               2002
                                   --------------     --------------
<S>                                <C>                <C>
          Completed  contracts     $    2,085,728     $      552,156
          Contracts  in  progress       2,885,076          2,123,307
          Retainage                       388,145              8,752
                                   --------------     --------------
                                        5,358,949          2,684,215

          Less  allowance  for
            doubtful  amounts                    -                 -
                                   ---------------    --------------
                                   $    5,358,949     $    2,684,215
                                   ==============     ==============
</TABLE>

NOTE  3  -  SHAREHOLDER  AND  RELATED  PARTY  RECEIVABLE
--------------------------------------------------------

Advances  to  a  company  partially  owned by the Company's majority shareholder
totaled  $1,654,862  and  $1,615,693  as of September 30, 2003, and December 31,
2002,  respectively.  The  advances  are  secured  by  marketable securities and
shareholder  guaranty  bearing  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,  are as
follows:
<TABLE>
<CAPTION>
                                                     September 30,  December 31,
                                                          2003         2002
                                                     -------------  ------------
<S>                                                    <C>          <C>
          Costs incurred on uncompleted contracts      $4,711,345   $4,000,634
          Estimated  earnings  (loss)                     647,877      244,241
                                                       ----------   ----------
                                                        5,359,222    4,244,875
           Billings  to  date                           5,228,435    4,552,731
                                                       ----------   ----------
                                                       $  130,787   $ (307,856)
                                                       ===========  ==========
</TABLE>


                                       14
<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>
                                                     September 30,  December 31,
                                                          2003         2002
                                                     -------------  ------------
          Costs  and  estimated  earnings  in
            excess of billings on uncompleted
<S>                                                    <C>           <C>
            contracts                                  $  314,167    $   12,477
          Billings  in  excess  of  costs  and
            estimated earnings on uncompleted
            contracts                                    (183,380)     (320,333)
                                                       ----------     ---------
                                                       $  130,787     $(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 nine months ended September 30, 2003, was $132,355.
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                   Years
     ------------------------------   ---------------------------       -----
                                      September 30,  December 31,
                                           2003          2002
                                           ----         -----
<S>                                   <C>           <C>                  <C>
     Machinery and equipment          $    455,795  $    412,918         5-10
     Office furniture and equipment        162,345       160,951         5-7
     Transportation equipment            1,161,404     1,170,945          5
     Leasehold improvements                 29,409        13,852          5
                                      ------------  ------------
                                         1,808,953     1,758,666
     Less:  accumulated depreciation     1,203,327     1,129,267
                                      ------------  ------------
     Net  property  and  equipment    $    605,626  $    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  September  30,  2003  and December 31, 2002.  Unrealized
holding  losses on these securities totaled $18,944 and $21,404 at September 30,
2003,  and  December  31,  2002,  respectively.


                                       15
<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 1.25% 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  November  15,  2003.  Outstanding  advances  totaled  $750,010  and
$1,175,000  at  September  30,  2003,  and  December  31,  2002,  respectively.

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

The Company has the following long-term debt as of:
<TABLE>
<CAPTION>
                                                    September 30,   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  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                          177,186       212,061

                                       16
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  8  -  LONG-TERM  DEBT  (continued)
----------------------------------------
                                                    September 30,   December 31,
                                                         2003           2002
                                                    -------------   ------------

          Notes  payable to shareholder bearing
          interest at 5% due in monthly
          installments of  $5,000  through
          March  2005 with a balloon payment of
          $120,000 in September 2004                      202,420      120,000

          Note payable secured by all accounts,
          equipment and general intangibles,
          bearing interest  at 3.5% over
          New York Prime (7.5%) due in quarterly
          principal payments of  $18,050  plus
          interest  through  June  2006                   177,232      219,560

          Note  payable  secured  by  all
          accounts,  equipment,  general
          intangibles and stockholder  guaranty,
          bearing  interest  at 3% over New York
          Prime (7%) due in monthly  installments
          of  $2,532  through  August  2007               103,611            -

          0%  to 8.99% fixed rate notes secured by
          transportation equipment due in varying
          monthly  installments  through  Sept. 2005      200,174      280,967

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

          4% fixed rate note secured by equipment,
          due in monthly installments of $1,825
          through  May  2004                               12,506       28,585
                                                    -------------  -----------
                                                        1,323,129    1,958,118

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

          Less:  current portion of long-term debt        769,139      906,442
                                                    -------------  -----------

                                                    $     553,990  $   582,353
                                                    =============  ===========
</TABLE>

Maturities  of  long-term  debt  as  of  September  30,  2003,  are  as follows:
<TABLE>
<CAPTION>
                                 Year                    Amount
                                 ----                    ------
<S>                                                   <C>
                                 2005                 $    355,391
                                 2006                      157,733
                                 2007                       37,941
                                 2008                        2,925
                                                      ------------
                                                      $    553,990
                                                      ============
</TABLE>

Interest expense for the nine months ended September 30, 2003, was $113,216.


                                       17
<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
$4,200,000  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>
                                                    September 30,   December 31,
                                                         2003           2002
                                                    -------------   ------------
<S>                                                 <C>            <C>
          Deferred tax liability on depreciation    $    (44,000)  $   (169,794)
          Deferred  tax  asset  for  loss
            carry  forward                             1,342,150      1,755,000
                                                    ------------   ------------
          Deferred  tax  asset                         1,298,150      1,585,206
          Less:  valuation  allowance                    245,150        355,000
                                                    ------------   ------------

          Net  deferred  tax  asset                 $  1,053,000   $  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 September
30,  2003,  was  $3,729,535.

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

Prestige,  a   wholly  owned   subsidiary   of   the   Company,  acquired  Zenex
Communications  on  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.


                                       18
<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  September 30, 2003, approximately 89% of the former Prestige
shareholders  agreed  to  the  conversion.

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

In  regard  to  the  Red  River  sale  discussed  in Note 18, the Company is the
guarantor on notes totaling approximately $353,000.  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 principal
and  interest  payments.

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  September 30, 2003, and 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>
                                                    September 30,   December 31,
                                                         2003           2002
                                                    -------------   ------------
<S>                                                 <C>            <C>
          Primary  earnings  per  share:
            (in  thousands)
            Common  shares  outstanding              47,836,558     48,342,290
                                                    -----------    -----------
            Weighted average shares outstanding      47,836,558     48,274,686
                                                    -----------    -----------

            Earnings  (loss)  per  share            $      .005    $     (.039)
                                                    ===========    ===========

          Fully  diluted  earnings  per  share:
            Common  shares  outstanding              78,536,558     48,342,290
                                                    -----------    -----------
            Weighted average shares outstanding      78,536,558     48,342,290
                                                    -----------    -----------

            Earnings  (loss)  per  share            $      .003    $     (.039)
                                                    ===========    ===========
</TABLE>

                                       19
<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 expired on September 30, 2003.  The
monthly  lease  payments  are $15,000.  For the nine months ending September 30,
2003,  rent  expense  was  $135,000.

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 Communications' primary carrier of long distance traffic.


                                       20
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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

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.  The option expired on April 30, 2003 and there is
no  assurance  that  Red  River  will  sign  the  option  agreement.

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.


                                       21
<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  nine  months  ended  September  30,  2002,  is  as  follows:

<TABLE>
<CAPTION>
                                                   2002
                       --------------------------------------------------------
                            Zenex     Discontinued      Aduddell     Combined
                            -----    --------------   ------------  -----------
<S>                    <C>           <C>              <C>           <C>
Income                 $  2,554,901  $  (2,554,901)   $  9,655,724  $ 9,655,724

Cost  of  Sales           2,120,204     (2,120,204)      8,506,065    8,506,065
                       ------------  -------------    ------------  -----------
Gross  Profit               434,697       (434,697)      1,149,659    1,149,659

Operating  Expenses       1,440,520     (1,440,520)      1,019,673    1,019,673

Other  Income(Expense)   (1,217,582)       586,700          44,790     (586,092)
                       ------------  -------------    ------------  -----------

Net Income(Loss)
  before Discontinued
  Operations             (2,223,405)     1,592,523         174,776     (456,106)

Discontinued Operations,
  Net  of  Income  Taxes          -     (1,592,523)              -   (1,592,523)

Net Income (Loss)
  before Income Taxes    (2,223,405)             -         174,776   (2,048.629)

Income Tax
  Benefit (Expense)               -              -           3,248        3,248
                       ------------  -------------    ------------  -----------

Net  Income(Loss)      $(2,223,405)  $           -     $   178.024  $(2,045,381)
                       ===========   =============     ===========  ===========
</TABLE>


                                       22
<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;

     -  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

                                       23
<PAGE>

for  further  information  regarding  risks  and  uncertainties  related  to our
businesses.

     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 nine
months  ended September 30, 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

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<PAGE>

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.

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.  While  the parties have continued
negotiations  since the expiry and management believes the Red River transaction
will  be  closed,  there  is  no assurance that Red River will sign an operating
lease  to  provide funds to pay the obligations. 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 nine months ended September 30,
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

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<PAGE>

make  estimates  and  judgments  that  affect  the  reported  amounts of assets,
liabilities,  revenues and expenses, and related disclosure of contingent assets
and liabilities. On an ongoing basis, we evaluate our estimates, including those
related  to  allowance  for doubtful accounts, the useful lives of fixed assets,
impairment  of  long-lived  assets  and  income  taxes. We base our estimates on
historical  experience  and  on  various other assumptions that we believe to be
reasonable  under  the  circumstances,  the  results of which form the basis for
making  judgments  about  the carrying values of assets and liabilities that are
not  readily  apparent  from other sources. Actual results may differ from these
estimates  under  different  assumptions  or  conditions.

     We  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 third quarter 2003 reflect the revenues and
expenses  of  Aduddell  Roofing,  which  was acquired effective October 1, 2002.
Operations  for  the  third quarter of 2002 reflect the revenues and expenses of
Zenex  Communications,  which  was  discontinued  in the fourth quarter of 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  September  30,  2002  results of

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<PAGE>

operations  of Aduddell Roofing, which is reflected in Notes to the Consolidated
Financial Statements Note 19, pro-forma presentation of Aduddell Roofing for the
nine  months  ended  September  30,  2002.

     Revenues.  The revenues for the three months ended September 30, 2003, were
$6,817,313  compared  to  revenues  of  $4,869,497  for  the  three months ended
September  30,  2002.  Revenues for the third quarter 2003 increased over second
quarter revenues of $6,475,288 due to normal seasonal fluctuation (higher summer
revenues).  Second quarter 2003 revenues were significantly increased by roofing
work  from  tornado  damage  that  occurred  during  the second quarter of 2003.
Additionally,  during  the  first  quarter  2003,  we  hired  experienced  sales
personnel  to  expand sales in our existing markets and expand into new markets.

     The revenues for the nine months ended September 30, 2003, were $14,769,609
compared to revenues of $9,655,724 for the nine months ended September 30, 2002.
The  revenues  for  the  nine  months  ended  September  30,  2003,  were  aided
substantially  by  revenue  from  roofing  work  generated due to tornado damage
during the second quarter. 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.

     Operating Expenses. Operating expenses for the three months ended September
30,  2003,  were  $5,811,145  or 85% of revenue compared to $4,119,835 or 85% of
revenue for the three months ended September 30, 2002. The material increases in
indirect  operating  expenses for the three months ended September 30, 2003 were
primarily  due  to  costs associated with the increase sales staff and increased
insurance  rates.  These  increase  in  costs  were offset by additional revenue
generated.

     Operating  expenses  for  the  nine  months  ended September 30, 2003, were
$12,968,074  or  88% of revenue compared to $9,525,738 or 99% of revenue for the
nine months ended September 30, 2002. The lower percentage of operating expenses
to revenues for the nine months ended September 30, 2003, was largely influenced
by  the increased revenue due to tornado damage during the second quarter of the
year.

     Operating  Income  (Loss).  Operating  income  for  the  three months ended
September  30, 2003 was $349,929 compared to $552,333 for the three months ended
September 30, 2002. The drop in three month operating income was attributable to
three  factors:  (i)  the added overhead of Zenex International of approximately
$80,000  to $100,000 per quarter, (ii) the rent on the facility of approximately
$45,000  per  quarter,  and  (iii) the added cost of additional sales personnel,
none  of  which  was  reflected  in  the  third  quarter 2002 pro forma results.

     Operating  income  for  the  nine  months  ended  September  30,  2003, was
$1,367,388  compared  to  $178,024 for the nine months ended September 30, 2002.
The  strength of the nine month 2003 operating income was attributable to second
quarter  operating  income  of $1,377,932, which resulted from increased revenue
due  to  tornado  damage  during  the  second  quarter  of  the  year.

     Discontinued  Operations.  For the nine months ended September 30, 2003, we
realized  a  net  gain  of  $122,442  from  the discontinued operations of Zenex
Communications.  The  net  gain  includes  a  loss  on  the sale of discontinued

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<PAGE>

operations  of  $1,190,335  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 third quarter 2002 reflect the revenues and expenses of Zenex
Communications,  which  were  discontinued  in  2002.

     The  Company  has  transferred  much  of  the  former  operations  of Zenex
Communications  to an unaffiliated third party, Red River Network, LLC, although
the transaction documents have not been signed. The Company has guaranteed Zenex
Communication  notes  totaling approximately $353,000 at September 30, 2003. Red
River  is  currently  servicing  these notes. If Red River does not complete the
acquisition,  the  Company  would be required to service approximately $9,000 in
monthly  principal  and  interest  payments  under  the  notes.

     Net  Income (Loss). The net income for the three months ended September 30,
2003, was $286,608. This was attributable to the operations of Aduddell Roofing.
This  compares  to  $552,333  for the three months ended September 30, 2002, for
Aduddell  Roofing.  The net income for the nine months ended September 30, 2003,
was $1,489,830. A net gain of $122,442 resulted from the discontinued operations
of  Zenex  Communications.  The  balance  of  $1,367,388 was attributable to the
operations  of  Aduddell  Roofing. This compares to $178,024 for the nine months
ended September 30, 2002, for Aduddell Roofing. These results were influenced by
the  factors  identified  above  under  Operating Income (Loss) and Discontinued
Operations.

Liquidity  and  Capital  Resources

     Total assets increased from $7,586,359 to $9,768,919, liabilities increased
from $5,369,668 to $5,815,766 and shareholders' equity increased from $2,216,691
to  $3,953,153  from  December 31, 2002, to September 30, 2003.  The increase in
assets  comes from higher account receivables, which stem from greater activity.
Net  cash decreased from $612,844 at December 31, 2002, to $355,581 at September
30,  2003,  primarily  due  to  reductions in current liabilities.  For the nine
months  ended  September 30, 2003, net cash provided by operating activities was
$449,630.  Net cash used in investing activities during this period was $76,383.

     Net  cash  used  by  financing  activities during this period was $630,510,
primarily from reductions of the line of credit. At September 30, 2003, we had a
working  capital of $1,189,145 compared to a working capital deficit at December
31,  2002,  of  $589,487.  The  increase in working capital resulted from higher
levels  of  activity,  which  generated  more  cash  and  account  receivables.

     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

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<PAGE>

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
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  6.  Exhibits  and  Reports  on  Form  8-K

      (a)     Exhibits

                31.1     Rule  13a-14(a)  Certifications

                32.1     Section  1350  Certification

      (b)     Form  8-K's

                None



















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                                   SIGNATURES

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

Novembe4  14,  2003                      Zenex  International,  Inc.

November  14,  2003                       By:/s/  /Ron  Carte
                                             -----------------------------------
                                             Ron Carte, President



















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