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, 2005
                                       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 S. Meridian Ave
        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 [ ]

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

Shares of Common Stock, $.001 par value, outstanding as of November 14, 2005:
                                   48,737,921

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

<PAGE>
                            ZENEX INTERNATIONAL, INC.
                                TABLE OF CONTENTS


                          PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

           Independent Accountant's Review Report

           Financial Statements:
             Consolidated Balance Sheets
             Consolidated Statements of Operations
             Consolidated Statements of Cash Flows
           Notes to the Financial Statements

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

Item 3.    Controls and Procedures

                           PART II. OTHER INFORMATION

Item 1.    Legal Proceedings
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.    Defaults Upon Senior Securities
Item 4.    Submission of Matters to a Vote of Security Holders
Item 5.    Other Information
Item 6.    Exhibits
           Signatures

<PAGE>

                            ZENEX INTERNATIONAL, INC.


                         PART I - FINANCIAL INFORMATION



Item 1. Financial Statements - At September 30, 2005 and December 31, 2004 and
        for the nine months ended September 30, 2005 and 2004

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, 2004.

<PAGE>
                     Independent Accountant's Review Report


Board of Directors and Stockholders
Zenex International, Inc.
Oklahoma City, Oklahoma


We have reviewed the accompanying consolidated balance sheet of Zenex
International, Inc. as of September 30, 2005, and the related consolidated
statements of operations and the consolidated statements of cash flows for nine
months ended September 30, 2005 and 2004. These interim financial statements are
the responsibility of the Company's management.

We conducted our review in accordance with the Standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
standards for the Public Company Accounting Oversight Board, 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 interim financial statements for them to be in
conformity with U.S. generally accepted accounting principles.

The December 31, 2004 financial statements for Zenex International, Inc. were
audited by us and we expressed an unqualified opinion in our report dated March
17, 2005, but we have not performed any auditing procedures since that date.


SUTTON ROBINSON FREEMAN & CO., P.C.
Sutton Robinson Freeman & Co., P.C.
Certified Public Accountants

November 14, 2005
Tulsa, OK

<PAGE>

<TABLE>
                                                     ZENEX INTERNATIONAL, INC.
                                                    CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                                                    September 30,           December 31,
                                                                                         2005                   2004
                                                                                     (Unaudited)
                                                                                 ---------------------  ----------------------
<S>                                                                              <C>                    <C>
                              Assets

Current Assets
   Cash                                                                          $            320,022   $           2,500,561
   Contract receivables                                                                     8,645,200               4,756,142
   Costs and estimated earnings in excess of
     billings on uncompleted contracts                                                     28,086,612               1,363,505
   Prepaid expenses                                                                           130,466                 109,994
   Employee and other receivables, net of
      allowance for doubtful accounts                                                          21,898                  95,027
                                                                                 ---------------------  ----------------------
                                                                                           37,204,198               8,825,229
                                                                                 ---------------------  ----------------------

Non-Current Related Party Receivable                                                        1,782,108               1,730,340
                                                                                 ---------------------  ----------------------

Property and Equipment                                                                      1,725,391               1,839,807
   Less:  accumulated depreciation                                                           (811,939)             (1,387,818)
                                                                                 ---------------------  ----------------------
                                                                                              913,452                 451,989
                                                                                 ---------------------  ----------------------

Other
   Marketable equity securities                                                                38,540                   5,740
   Deferred income tax                                                                         61,000                  35,000
                                                                                 ---------------------  ----------------------
                                                                                               99,540                  40,740
                                                                                 ---------------------  ----------------------

                                                                                 $         39,999,298   $          11,048,298
                                                                                 =====================  ======================

    Liabilities and Stockholders' Equity

Current Liabilities
   Advances on line of credit                                                    $          4,979,336   $                   -
   Current portion of long-term debt                                                          686,466                 430,670
   Accounts and subcontract payables                                                       17,118,769               3,935,652
   Accrued liabilities                                                                        334,668                 253,329
   Insurance payable                                                                          217,844                 245,099
   Income tax payable                                                                       4,319,270                 112,002
   Billings in excess of costs and estimated
     earnings on uncompleted contracts                                                         81,281                 225,088
                                                                                 ---------------------  ----------------------
                                                                                           27,737,634               5,201,840
                                                                                 ---------------------  ----------------------

Long-Term Debt (Net of Current Portion)                                                       118,982                 484,782
                                                                                 ---------------------  ----------------------

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, 48,737,921 and
     48,737,921 shares issued and outstanding at September 30, 2005
     and December 31, 2004)                                                                    48,738                  48,738
   Paid-in capital                                                                          4,860,632               4,860,632
   Unrealized gain (loss) on available for sale securities                                     15,085                 (17,715)
   Retained earnings (deficit)                                                              7,218,227                 470,021
                                                                                 ---------------------  ----------------------
                                                                                           12,142,682               5,361,676
                                                                                 ---------------------  ----------------------

                                                                                 $         39,999,298   $          11,048,298
                                                                                 =====================  ======================
</TABLE>

See accompanying notes and accountant's review report.

<TABLE>
                                                      ZENEX INTERNATIONAL, INC.
                                                CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                                 Three Months Ended                    Nine Months Ended
                                                                    September 30,                      September 30,
                                                             2005              2004               2005               2004
                                                          (Unaudited)       (Unaudited)        (Unaudited)        (Unaudited)
                                                        ----------------  ----------------  -----------------  -----------------
<S>                                                     <C>               <C>               <C>                <C>
Revenues                                                $    34,746,247   $     5,392,243   $     41,863,612   $     11,770,216

Operating Expenses
   Cost of sales                                             22,543,572         5,343,369         28,950,703         11,188,606
   Selling, general and administrative                          848,056           100,195          2,081,760          1,087,052
   Warranty                                                      56,215            16,254             92,244             78,383
                                                        ----------------  ----------------  -----------------  -----------------
                                                             23,447,843         5,459,818         31,124,707         12,354,041
                                                        ----------------  ----------------  -----------------  -----------------

Operating Income (Loss)                                      11,298,404           (67,575)        10,738,905           (583,825)

Other Income (Expense)
   Interest income                                               23,465               662             58,268             38,273
   Gain (loss) on sale of assets                                  4,561           (15,550)             7,370            (20,548)
   Other income                                                  58,817             5,238            247,052             18,006
                                                        ----------------  ----------------  -----------------  -----------------
                                                                 86,843            (9,650)           312,690             35,731
                                                        ----------------  ----------------  -----------------  -----------------

Net Income (Loss) from Operations
   Before Income Taxes                                       11,385,247           (77,225)        11,051,595           (548,094)

   Income tax (expense) benefit                              (4,468,219)           44,223         (4,303,389)           130,805
                                                        ----------------  ----------------  -----------------  -----------------

Net Income (Loss)                                             6,917,028           (33,002)         6,748,206           (417,289)

Other Comprehensive Income:
   Unrealized holding gain (losses)                              31,816               (82)            32,800               (368)
   Reclassification adjustment                                        -                 -                  -                  -
                                                        ----------------  ----------------  -----------------  -----------------
Comprehensive Income (Loss)                             $     6,948,844   $       (33,084)  $      6,781,006   $       (417,657)
                                                        ================  ================  =================  =================

     Primary Earnings (Loss) per Share                  $          0.14   $           0.01  $           0.14   $           0.03
                                                        ================  ================  =================  =================
     Fully Diluted Earnings (Loss) per Share            $          0.09   $              -  $           0.08   $           0.02
                                                        ================  ================  =================  =================

     Earnings (Loss) per Share from
        Continuing Operations                           $          0.14   $          0.01   $           0.14   $           0.03
                                                        ================  ================  =================  =================
</TABLE>
See accompanying notes and accountant's review report.

<TABLE>
                                                     ZENEX INTERNATIONAL, INC.
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
                                                                                               Nine Months Ended
                                                                                                September 30,
                                                                                         2005                   2004
                                                                                 ---------------------  ----------------------
Cash Flows from Operating Activities
<S>                                                                              <C>                    <C>
   Net income (loss)                                                             $          6,748,206   $            (417,289)

   Reconciliation of net income (loss) to net cash provided by operating
     activities:

     Depreciation and amortization                                                            152,894                 135,724
     Issuance of debt for interest expense                                                      4,500                       -
     (Gain) loss on sale of property and equipment                                            (12,369)                      -
     Realized gain on forgiveness of debt                                                           -                  13,335
     (Increase) Decrease from changes in:
        Contract receivables                                                               (3,889,058)             (3,194,071)
        Costs and estimated earnings in excess of
            billings on uncompleted contracts                                             (26,723,107)                161,128
        Officer receivable                                                                          -                  (3,842)
        Related party receivable                                                              (51,768)                (29,887)
        Deferred income taxes                                                                 (26,000)               (150,500)
        Prepaid expenses                                                                      (20,472)                (76,780)
        Employee and other receivables                                                         73,128                  (9,544)
     Increase (Decrease) from changes in:
        Accounts payable                                                                   13,183,117                 544,145
        Insurance payable                                                                     (27,255)                 61,307
        Accrued liabilities                                                                    81,339                 135,325
        Income tax payable                                                                  4,207,268                       -
        Billings in excess of costs and estimated
           earnings on uncompleted contracts                                                 (143,807)              1,494,523
                                                                                 ---------------------  ----------------------
   Net adjustments to net income (loss)                                                   (13,191,590)               (919,137)
                                                                                 ---------------------  ----------------------
   Net cash (used) by operating activities                                                 (6,443,384)             (1,336,426)
                                                                                 ---------------------  ----------------------

Cash Flows from Investing Activities
   Proceeds from sale of property and equipment                                                88,295                       -
   Purchase of property and equipment                                                        (560,062)               (117,709)
                                                                                 ---------------------  ----------------------
   Net cash (used)  by investing activities                                                  (471,767)               (117,709)
                                                                                 ---------------------  ----------------------

Cash Flows from Financing Activities
   Net change in line of credit                                                             4,979,337               1,677,724
   Retirement of long-term debt                                                              (244,725)               (298,203)
                                                                                 ---------------------  ----------------------
   Net cash provided by financing activities                                                4,734,612               1,379,521
                                                                                 ---------------------  ----------------------
Net Increase (Decrease)  in Cash                                                           (2,180,539)                (74,614)

Cash at Beginning of Period                                                                 2,500,561                 400,407
                                                                                 ---------------------  ----------------------
Cash at End of Period                                                            $            320,022   $             325,793
                                                                                 =====================  ======================

Supplemental Disclosure of Cash Flow
   Information

   Cash paid for:
      Interest                                                                   $             50,033   $              64,759
      Taxes                                                                                   122,120                   1,015

Supplemental Schedule of Non-Cash
   Investing and Financing Activities

   Fixed asset additions                                                         $            130,220   $                   -
                                                                                 ---------------------  ----------------------
   Liabilities assumed or incurred                                               $            130,220   $                   -
                                                                                 =====================  ======================
</TABLE>
See accompanying notes and accountant's review report.
<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. 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 and Sheet Metal, Inc.,
("Aduddell Roofing"), is engaged in the roofing and re-roofing of industrial and
commercial buildings in the United States and its territories. The work is
performed primarily under fixed-price contracts. The lengths of the contracts
vary but are typically less than one year in duration. The Company's accounting
policies are in accordance with U.S. generally accepted accounting principles
and conform, in general, to the predominant practices of the construction
industry.

In September of 2005, Aduddell Roofing and Carothers Construction, Inc.
("Carothers") formed a joint venture named Carothers/Aduddell, a Joint Venture
("JV") to provide temporary roofing service on Mississippi structures as the
result of damages caused by Hurricane Katrina. Carothers has provided contract
services to the U.S. Army Corp of Engineers ("USACE") for decades and is a
recognized industry leader. Oklahoma Development Group, LLC ("ODG"), a
development and management company and an affiliate of the Company, was
designated to manage all pre-event activities, labor procurement, housing and
administrative responsibilities and manage all close out duties including final
inspections and repairs associated with the hurricane. Prior to forming the JV
and signing the contract with USACE, ODG implemented the planning a readiness
program, procured required hurricane response items and, along with Aduddell
Roofing and Carothers, prepared the proposal and all documentation that was
submitted to the USACE. The JV subsequently signed contracts totaling
$60,000,000 and received task orders for up to $59,000,000. Under the terms of
the Joint Venture Agreement, Aduddell Roofing currently estimates the work
performed by the JV will produce approximately $52,000,000 in gross revenue. The
reduction of potential revenues of $60,000,000 to expected revenues of
$52,000,000 under the USACE contract was the direct result of several factors
related to the JV's right of entry (ROE) received from the USACE. These factors
include:

     o    The USACE forecasts were established on an estimated average square
          foot per house model;

     o    The average decreased significantly over the originalforecast;
          and

     o    The homeowner cancellation rate escalated over the course of the
          project.

Cancellations were submitted because some homeowners received assistance from
non-profit groups, making repairs themselves or simply changing their minds. The
ROE cancellation rate by the USACE was also a major impact on the contract
amount. These cancellations were primarily for homes that were beyond repair,
homes that were too dangerous for contractors, homes that had more than 50%
damage and duplicate ROE's. Aduddell Roofing will receive approximately
$40,339,000 of the revenue, of which approximately $28,700,000 was recognized in
the quarter ended September 30, 2005. Aduddell Roofing is responsible for all
sales fees, material cost, labor cost and management cost. Sales and management
cost includes a fee of 16.96% of the JV gross revenue, less bonding and
insurance cost. The fee will be approximately $8,600,000 payable to ODG.
Aduddell Roofing estimates gross profit of approximately $15,000,000 on the
contract, of which approximately $10,700,000 was recognized in the quarter
ending September 30, 2005.

During the last quarter of 2004, Aduddell Roofing contracted to provide
temporary roofing for residential properties in Florida as the result of damages
caused by four hurricanes. Revenues from contracts through the Federal Emergency
Management Administration (FEMA) amounted to approximately $11,000,000.

Principles of Consolidation

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

Revenue Recognition

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

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

Cash and Cash Equivalents

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

Investments

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

Management determines the proper classification of investments in obligations
with fixed maturities and marketable equity securities at the time of purchase
and reevaluates such designations as of each balance sheet date. At September
30, 2005, and December 31, 2004, all securities covered by SFAS No. 115 were
designated as available-for-sale. Accordingly, these securities are stated at
fair value, with unrealized gains and losses reported in a separate component of
shareholders' equity. Any realized gains and losses on sales of investments, as
determined on a specific identification basis, are included in the Consolidate
Statement of Operations.

Fair Value of Financial Instruments

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

Income Taxes

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

Net Income (Loss) Per Share

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.

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.

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

Contracts receivable consist of the following:
<TABLE>
<CAPTION>
                                                    September 30,     December 31,
                                                        2005             2004
                                                        ----             ----
<S>                                                <C>              <C>
        Completed contracts                        $   2,145,472    $   1,384,011
        Contracts in progress                          5,990,443        2,919,282
        Retainage                                        509,285          452,849
                                                   -------------    -------------
                                                       8,645,200        4,756,142
        Less allowance for doubtful amounts                    -                -
                                                   -------------    -------------
                                                   $   8,645,200    $   4,756,142
                                                   =============    =============
</TABLE>

NOTE 3 - UNCOMPLETED CONTRACTS
------------------------------

Costs, estimated earnings, and billings on uncompleted contracts, are as
follows:
<TABLE>
<CAPTION>
                                                    September 30,     December 31,
                                                        2005             2004
                                                        ----             ----
<S>                                                <C>              <C>
        Costs incurred on uncompleted contracts    $  25,889,796    $  14,201,734
        Estimated earnings (loss)                     11,491,336        2,633,964
                                                   -------------    -------------
                                                      37,381,132       16,835,698
        Billings to date                               9,375,801       15,697,281
                                                   -------------    -------------
                                                   $  28,005,331    $   1,138,417
                                                   =============    =============
</TABLE>

Included in the accompanying balances sheet under the following captions:

<TABLE>
<CAPTION>
                                                    September 30,     December 31,
                                                        2005             2004
                                                        ----             ----
<S>                                                <C>              <C>
        Costs and estimated earnings in excess
        of billings on uncompleted contracts       $  28,086,612    $   1,363,505

        Billings in excess of costs and estimated
        earnings on uncompleted contracts                (81,281)        (225,088)
                                                   -------------    -------------
                                                   $  28,005,331    $   1,138,417
                                                   =============    =============
</TABLE>

NOTE 4 - 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, 2005, was $152,894.
The following table summarizes the classifications of property and equipment,
total accumulated depreciation and the related estimated useful lives:

<TABLE>

         Property and Equipment                     Cost                Years
    --------------------------------  -------------------------------  --------
<CAPTION>
                                      September 30,     December 31,
                                          2005              2004
                                          ----              ----
<S>                                   <C>               <C>             <C>
    Field and shop equipment          $    524,997      $    465,869    5-7
    Office furniture and equipment         209,481           193,596    5-10
    Transportation equipment               925,268         1,150,934     5
    Leasehold improvements                  65,645            29,408     39
                                      ------------      ------------
                                         1,725,391         1,839,807
    Less: accumulated depreciation         811,939         1,387,818
                                      ------------      ------------
    Net property and equipment        $    913,452      $    451,989
                                      ============      ============
</TABLE>

NOTE 5 - LINE OF CREDIT
-----------------------

The Company has a $2,000,000 revolving line of credit. The line bears interest
at 1.25% over the Wall Street Journal Prime Rate (currently 7.75%) and is
secured by all accounts, property and equipment and the guaranty of the
principal shareholder. The line matures on November 14, 2006. Outstanding
advances totaled $1,928,937 at September 30, 2005. There were no outstanding
advances at December 31, 2004.

The Company has a $9,000,060 line of credit for the Mississippi hurricane work.
The line bears interest at 2% over the Wall Street Journal Prime Rate (currently
8.5%) and is secured by accounts receivable. The line matures on March 16, 2006,
or demand. Outstanding advances at September 30, 2005 totaled $3,050,399.

NOTE 6 - LONG-TERM DEBT
-----------------------

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

<TABLE>
<CAPTION>
                                                                    September 30,    December 31,
                                                                        2005            2004
                                                                        ----            ----
<S>                                                                 <C>              <C>
        Note payable secured by the personal
        guaranty of certain Directors, bearing
        interest at 7.5%, due in monthly installments
        of $8,673 through June 2006                                 $   328,766      $   386,987

        Note payable secured by all accounts, equipment
        and general intangibles, bearing interest at
        2.75% over New York Prime, with a maximum of 7.75%
        and a minimum of 5.75% (7.75% currently), due in
        monthly installments of $17,581 through November 2006           231,691          372,924

        Note payable to shareholder bearing interest at 5%
        due in monthly installments of $5,000 with a balloon
        payment in September 2006                                       124,500          132,768

        Note payable secured by transportation equipment,
        bearing interest at 6%, due in monthly installments
        of $3,065 through June 2009                                     120,491               --

        Non-interest bearing notes secured by transportation
        equipment, due in varying monthly installments through
        October 2005                                                         --           22,773
                                                                    -----------      -----------
                                                                        805,448          915,452
        Less: current portion of long-term debt                         686,466          430,670
                                                                    -----------      -----------
                                                                    $   118,982      $   484,782
                                                                    ===========      ===========
</TABLE>

Maturities of long-term debt as of September 30, 2005, are as follows:

                        Year                    Amount
                        ----                    -------

                        2007                    $   61,790
                        2008                        33,600
                        2009                        23,592
                                                ----------
                                                $  118,982
                                                ==========

Interest expense for the nine months ended September 30, 2005, was $54,533.

NOTE 7 - LETTER OF CREDIT
-------------------------

At September 30, 2005, the Company had a $175,000 letter of credit issued to its
insurance carrier that matures on January 16, 2006.

NOTE 8 - PENSION PLAN
---------------------

The Company sponsors a defined contribution plan that covers all non-union
employees. Employees who are twenty-one years of age and have completed one year
of service are eligible to participate. Employees may contribute from one to
eighty percent of eligible salary limited to the amount allowed under the
Internal Revenue Code. Company profit sharing contributions are discretionary
each year. Currently the Company is matching contributions up to 4%. Employees
are vested 100% in salary deferral contributions. Company contributions begin
vesting after two years and vest 20% a year until fully vested. Company
contributions for the nine months ended September 30, 2005 totaled $27,885 and
$46,636 for the year ended December 31, 2004.

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

At December 31, 2004, the Company had net operating losses of approximately
$350,000 available to reduce future federal and state taxable income. Unless
utilized, the carry forward amounts will begin to expire in 2012. For federal
and state tax purposes, the Company's net operating loss carry forward amounts
are subject to an annual limitation due to a greater than 50% change in stock
ownership which occurred in 2002, as defined by federal and state tax law.

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

The net deferred tax asset consisted of the following components:

<TABLE>
<CAPTION>
                                                    September 30,    December 31,
                                                       2005              2004
                                                       ----              ----
<S>                                                <C>               <C>
        Deferred tax liability on depreciation     $    (40,000)     $   (85,000)
        Deferred tax asset for loss carry forward       304,000          323,000
                                                   ------------      -----------
        Deferred tax asset                              264,000          238,000

        Less: valuation allowance                       203,000          203,000
                                                   ------------      -----------
        Net deferred tax asset                     $     61,000      $    35,000
                                                   ============      ===========
</TABLE>

NOTE 10 - RELATED PARTY TRANSACTIONS
------------------------------------

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

The Company engaged ODG (See Note 1), an entity owned by Tim Aduddell, Chairman
of the Board and David Aduddell a Company Director, as the designated manager of
the activities of the JV formed by Aduddell and Carothers in response to
Hurricane Katrina. ODG managed the pre-event activities, labor procurement,
housing and administrative responsibilities and manage all close out duties
including final inspections and repairs associated with the work. Prior to
forming the joint venture and signing the contract with USACE, ODG implemented
the planning and readiness program, procured required hurricane response items
and, along with Aduddell Roofing and Carothers, prepared the proposal and all
documentation that was submitted to the USACE. ODG earned approximately
$6,000,000 during the quarter ended September 30, 2005.

The Company has a note receivable from an entity owned by Tim Aduddell. The loan
is secured by marketable securities and a personal guaranty. Interest is accrued
quarterly based on the federal mid-term rate and added to the note principal.
Interest income on the note for the nine months ended September 30, 2005,
totaled $51,768. The balance of the note receivable totaled $1,782,108 and
$1,730,340 as of September 30, 2005, and December 31, 2004, respectively.

The Company has a note payable to Tim Aduddell bearing interest at 5%, due in
monthly installments of $5,000 with a balloon payment in September 2006. The
balance of the note payable totaled $124,500 and $132,768 as of September 30,
2005 and December 31, 2004, respectively.

The Company leases its office, warehouse and yard facilities from Aduddell
Holdings, Inc., a corporation wholly-owned by Tim Aduddell, a majority
shareholder of the Company. The lease agreement is for one year and expires on
September 30, 2006. The monthly lease payments are $16,250. For the nine months
ended September 30, 2005, rent expense totaled $146,250.

NOTE 11 - BACKLOG
-----------------

The amount of revenue the Company expects to realize from work to be performed
on uncompleted contracts in progress and from contractual agreements on which
work had not yet begun at September 30, 2005, was approximately $15,300,000.

NOTE 12 - COMMON STOCK TRANSACTIONS
-----------------------------------

The Company entered into a Business Consulting Agreement (the "Agreement") with
Benchmark Capital Consulting, Inc. ("Benchmark") effective June 17, 2002. Under
the terms of the Agreement, Benchmark agreed to provide transaction advisory
service to the Company.

Under the Agreement, Benchmark was to receive $100,000 and 4.0 million shares of
fully registered common stock. The Company paid Benchmark $100,000 and issued
and registered on a Form S-8 1.0 million shares of common stock. Benchmark
failed to perform under the Agreement, and the remaining 3.0 million shares were
cancelled in 2003.

NOTE 13 - STOCK OPTIONS
-----------------------

In accordance with the terms of a January 2001 loan agreement with a
shareholder, a five-year option was granted for the purchase of 1.2 million
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
million shares of common stock for $0.04 per share.

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

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

<TABLE>
<CAPTION>
                                                    September 30,   December 31,
                                                         2005           2004
                                                         ----           ----
<S>                                                <C>              <C>
    Primary earnings per share: (in thousands)
      Common shares outstanding                       48,737,921       48,737,921
                                                   -------------    -------------
      Weighted average shares outstanding             48,737,921       48,737,921
                                                   -------------    -------------
      Earnings (loss) per share                    $        .140    $        .032
                                                   =============    =============

    Fully diluted earnings per share:
      Common shares outstanding                       80,137,921       80,137,921
                                                   -------------    -------------
      Weighted average shares outstanding             80,137,921       80,137,921
                                                   -------------    -------------
      Earnings (loss) per share                    $        .085    $        .019
                                                   =============    =============
</TABLE>

NOTE 15 - COMMITMENTS AND CONTINGENCIES
---------------------------------------

In regard to the sale of assets and liquidation of Zenex Communications in 2002,
the Company is the Guarantor on notes with an outstanding balance of $257,000 at
September 30, 2005. In the event that the purchaser should default on the
required payment obligations, the Company would be required to service
approximately $7,000 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 financial institutions. Accounts
at each institution are insured by the Federal Deposit Insurance Corporation up
to $100,000, and any amounts in excess of this would not be insured if the
institution should fail. At times, cash in the deposit accounts may exceed the
federally insured limits. The Company has not experienced any losses in such
accounts and believes that it is not exposed to any significant risk.

NOTE 16 - 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, 2005, the USACE accounted for 68% of the revenue. Two
customers accounted for 38% and 10% of the revenue for the period ended December
31, 2004.

The Company's contract receivables at September 30, 2005, and December 31, 2004,
are from a small number of companies in various industries which could be
subject to business cycle variations. As of September 30, 2005, the Company had
three customers that accounted for 67% of the contracts receivable. As of
December 31, 2004, the Company had three customers that accounted for 66% of the
contracts receivable. This concentration subjects the Company to a credit risk
if the general economy or the companies fail to perform.

NOTE 17 - SUBSEQUENT EVENTS
---------------------------

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

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

<PAGE>

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

     We are engaged in the commercial and industrial roofing and re-roofing
businesses through Aduddell Roofing & Sheet Metal, Inc. ("Aduddell Roofing").
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.

                           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 " regarding
our financial position and liquidity, are forward-looking statements. These
forward-looking statements also include, but are not limited to:

     o    our ability to expand our business;

     o    actions of our competitors; and

     o    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. We do not undertake to update
forward looking statements to reflect the impact of circumstances or events that
arise after the date the forward looking statement was made.

     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.

     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 our revenues for the three
months ended September 30, 2005, 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. Cost of revenues consists primarily of compensation and
benefits to field staff, materials, subcontracted services, parts and supplies,
fuel and other vehicle expenses, equipment rentals and allocation of selling,
general and administrative expenses. 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 Climatic Factors Affecting the Commercial Roofing Industry

     The construction industry, including the roofing industry, is influenced by
seasonal factors, as construction activities are usually lower during winter
months than other periods. We attempt to increase winter productivity by
concentrating our business in the southern half of the United States and by
expanding our sales and marketing efforts. Nevertheless, we expect our revenues
and operating results generally will be lower in the first and fourth quarters.
The roofing industry is also affected by natural disasters, such as tornadoes,
hurricanes and other windstorms. Because of the need for immediate repairs and
since the costs of repair are typically covered by insurance, the margins are
higher on disaster-related work than on discretionary work. Since
disaster-related work requires an immediate response, we must maintain a
capacity sufficient to respond to these needs. The absence of natural disasters
will result in lower revenues, unused capacity, the acceptance of low margin
work, and higher relative operating expenses.

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.

Critical Accounting Policies and Estimates

     General. Our discussion and analysis of financial condition and results of
operations are based upon our December 31, 2004 consolidated balance sheet,
which was prepared in accordance with accounting principles generally accepted
in the United States, and our financial statements for the three months ended as
of September 30, 2005 and 2004, that are reviewed in accordance with The
Standards of the Public Company Accounting Oversight Board (United States). 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 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, budgeting variances 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. This asset occurs when revenues, as determined by the
percentage-of-completion method, exceed the actual billings. The liability
"Billings in excess of costs and estimated earnings on uncompleted contracts"
represents billings in excess of revenues recognized. This liability occurs when
actual billings exceed accrued revenues.

     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.

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

Results of Operations

Revenues for the Quarter Ended. The revenues for the three months ended
September 30, 2005, were $34,746,247 compared to revenues of $5,392,243 for the
period ended September 30, 2004 an increase of $29,354,004. Our revenues are
significantly affected by the presence of natural disaster related work such as
hurricanes, tornados and other windstorms. In September of 2005 Aduddell Roofing
and Carothers Construction, Inc. ("Carothers") formed Carothers/Aduddell, a
Joint Venture (the "JV") to provide temporary roofing service on Mississippi
structures for damages caused by hurricane Katrina. Carothers had provided
contract services to the U.S. Army Corp of Engineers ("USACE") for decades and
is a recognized industry leader. The JV subsequently signed contracts totaling
$60,000,000 and received task orders for up to $59,000,000. Aduddell Roofing
currently estimates the work performed by the JV will produce approximately
$52,000,000 in gross revenue. The reduction of potential revenues of $60,000,000
to expected revenues of $52,000,000 under the USACE contract was the direct
result of several factors related to the JV's right of entry ("ROE") These
factors include:

     o    USACE forecasts were established on an estimated average square foot
          per house model;

     o    The actual square foot average decreased significantly over the
          original forecast; and

     o    The homeowner cancellation rate escalated over the course of the
          project.

Cancellations were submitted because some homeowners received assistance from
non-profit groups, making repairs themselves or simply changing their minds. The
ROE cancellation rate by the USACE was also a major impact on the contract
amount. These cancellations were primarily for homes that were beyond repair,
homes that were too dangerous for contractors, homes that had more than 50%
damage and duplicate ROE's. Aduddell Roofing will receive approximately
$40,339,000 of the revenue, of which approximately $28,700,000 was recognized in
the three months ended September 30, 2005. Estimated gross profit after all
expenses on the contract is approximately $15,000,000, of which approximately
$10,700,000 was recognized during three months ended September 30, 2005. Our non
disaster revenues for the three months ended September 30, 2005 increased
approximately $600,000 over the prior year.

     Operating Expenses for the Quarter Ended. Operating expenses for the three
months ended September 30, 2005, were $23,447,843 compared to expenses of
$5,459,818 for the three months ended September 30, 2004. Operating expenses as
a percentage of sales for the three months ended September 30, 2005 and 2004
were 67% and 101%, respectively. Fixed operating expenses for the three months
ended September 30, 2005 were relatively static but the increased revenue due to
the Mississippi hurricane work caused a significant percentage decrease in
operating expenses.

     Other Income for the Quarter Ended. Other income for the three months ended
September 30, 2005 was $86,843 compared to a loss of $9,650 for the three months
ended September 30, 2004. The increase in other income is primarily attributable
to income derived from projects performed by non-affiliated entities, on our
behalf. We derived income of $49,000 for the three months ended September 30,
2005 as a result of the fees paid to us.

     Net Loss/Income for the Quarter Ended. The net income for the three months
ended September 30, 2005, was $6,917,091 compared to net loss of $33,002 for the
three months ended September 30, 2004. These results were influenced by the
factors identified above in Revenues, Operating Expenses and Other Income for
the Quarter.

     Revenues for the Nine Months Ended. The revenues for the nine months ended
September 30, 2005, were $41,863,612 compared to revenues of $11,770,216 for the
same period ended September 30, 2004 a increase of $30,093,396. The amount of
revenue the Company expects to realize from work to be performed on uncompleted
contracts in progress and from contractual agreements on which work had not yet
begun at September 30, 2005 was approximately $15,300,000 compared to $9,073,000
at September 30, 2004. Approximately $28,700,000 of the increased revenue was
due to hurricane work performed. Non disaster revenue for the nine months ended
September 30, 2005 has increased approximately $1,300,000 over the nine months
ended September 30, 2004.

This positive revenue increase and backlog has been generated by our established
marketing system.

     Operating Expenses for the Nine Months Ended. Operating expenses for the
nine months ended September 30, 2005, were $31,124,707 compared to expenses of
$12,354,041 for the nine months ended September 30, 2004. Operating expenses as
a percentage of sales for the nine months ended September 30, 2005 and 2004 were
67% and 105%, respectively. Since we must maintain capacity to perform when
natural disasters occur, our costs are less elastic and do not normally move in
direct correlation with our revenues. For the nine months ended September 30,
2005 operating expenses were relatively static, but were affected by the costs
associated with increasing our sales staff, higher fuel costs and labor costs.
As discussed under Operating Expenses for the Quarter Ended the increased
revenue due to the Mississippi hurricane work caused a significant percentage
decrease in operating expenses.

     Other Income for the Nine Months Ended. Other income for the nine months
ended September 30, 2005 was $312,690 compared to $35,731 for the nine months
ended September 30, 2004. The increase in other income is primarily attributable
to income derived from projects performed by non-affiliated entities, on our
behalf. We derived income of $206,137 for the nine months ended September 30,
2005 as a result of the fees paid to us.

     Net Loss/Income for the Nine Months Ended. The net income for the nine
months ended September 30, 2005, was $6,748,206 compared to a net loss of
$417,289 for the nine months ended September 30, 2004. These results were
influenced by the factors identified above in Revenues, Operating Expenses and
Other Income for the Nine Months.

     Off-Balance Sheet Arrangements. There have been no material changes to the
off-balance sheet arrangements (consisting of operating leases and a loan
guaranty) that we discussed in our annual report on Form 10-KSB.

Liquidity and Capital Resources

     From December 31, 2004 to September 30, 2005, total assets increased from
$11,048,298 to $39,999,298, liabilities increased from $5,686,622 to $27,856,616
and shareholder's equity increased from $5,361,676 to $12,142,682. The increase
in assets primarily came from contract and unbilled receivables increasing from
$6,119,647 to $36,731,812. The increase in current liabilities results from an
increase in our credit lines of $4,979,336 and in our accounts payable from
$3,935,652 to $17,118,769. The changes largely result from our hurricane related
work in Mississippi. Property and equipment and long-term debt were increased by
replacing the vehicles used by the field and sales employees and additional
equipment.

     Net cash decreased from $2,500,561 at December 31, 2004 to $320,022 at
September 30, 2005, primarily due to expenses incurred in performing hurricane
related work in Mississippi. For the nine months ended September 30, 2005, net
cash used by operating activities was $6,443,384. Net cash used in investing
activities during this period was $471,767, which represented the difference in
the cost of assets purchased over the proceeds of assets sold. Net cash provided
by financing activities during this period was $4,734,612, which was primarily
from advances on our lines of credit. At September 30, 2005, we had working
capital of $9,528,627 compared to working capital at December 31, 2004 of
$3,623,389. The increase in working capital resulted from higher levels of
activity that generated additional accounts receivable.

     We have a $2,000,000 and $9,000,060 lines of credit with a bank. They bear
interest at 1.25% and 2% above the Wall Street Journal Prime rate. As of
September 30, 2005, $1,928,937 and $3,050,399 were advanced under the lines of
credit.

     At September 30, 2005 our long-term debt was $805,448 compared with
$915,452 at December 31, 2004. The decrease was due to repayments of our
outstanding debt with cash.

Adequacy of Current Liquidity

     We meet all of our funding needs for on going operations with internally
generated cash flows from operations, access to our line of credit and with
existing cash and short-term investment balances. We believe that existing cash,
cash equivalents, short-term investments, and our line of credit together with
cash generated from operations, will be sufficient to meet our cash requirements
for the foreseeable future.

Item 3. Controls and Procedures

     As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of
the filing date of this report, we carried out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures. This evaluation was carried out under the supervision and with the
participation of our principal executive officer and our principal financial
officer, who concluded that our disclosure controls and procedures are
effective. There have been no significant changes in our internal controls or in
other factors that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

     Disclosure controls and procedures are controls and other procedures that
are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is accumulated and communicated to management, including our principal executive
officer and our principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings

         None.

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

         None.

Item 3. Defaults Upon Senior Securities

         None.

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

         None.

Item 5. Other Information

         None.

Item 6. Exhibits

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

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

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

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

          10.1 Agreement and Plan Reorganization dated May 5, 2000, by and among
               Lone Wolf Energy, Inc., Prestige Investments, Inc., Zenex Long
               Distance, Inc., and others (filed as exhibit to our Form 8-K
               filed on May 19,2000 and incorporated by reference herein)

          10.2 Plan and Agreement of Merger dated May 5, 2000, by and among Lone
               Energy, Inc., Lone Wolf Acquisition Sub I, Inc., ChurchLink.com,
               Inc. and Switchless Resellers Services, Inc. (filed as exhibit to
               our Form S-3 Registration Statement filed on August 2, 2000 and
               incorporated by reference herein).

          10.3 Registration Rights Agreement dated May 5, 2000, by and between
               Lone Energy, Inc. and Switchless Reseller Services, Inc. (filed
               as exhibit to our Form S-3 Registration Statement filed on August
               2, 2000 and incorporated by reference herein).

          10.4 Stock Purchase Agreement executed as of March 7, 2002 (filed as
               exhibit to our Form 8-K filed on March 19, 2002 and incorporated
               by reference herein)

          10.5 Purchase Agreement dated November 25, 2002, with Red River
               Network, LLC (filed as exhibit to the Registrant's Annual Report
               on Form 10-KSB for the year ended December 31, 2002 and
               incorporated by reference herein)

          10.6 Option Agreement dated November 25, 2002, with Red River Network,
               LLC, as amended (filed as exhibit to our Annual Report on Form
               10-KSB for the year ended December 31, 2002 and incorporated by
               reference herein)

          10.7 Service Agreement dated November 25, 2002, with Red River
               Network, LLC, as amended (filed as exhibit to our Annual Report
               on Form 10-KSB for the year ended December 31, 2002 and
               incorporated by reference herein)

          10.8 Assignment Agreement dated December 4, 2002, between Time
               Advisors, L.P. and Red River Network, LLC (filed as exhibit to
               our Annual Report on Form 10-KSB for the year ended December 31,
               2002 and incorporated by reference herein)

         *10.9 Joint Venture Agreement dated September 2, 2005 between
               Aduddell Roofing and Carothers Construction, Inc.

         *15   Letter re unaudited interim financial information

         *31.1 Rule 13a-14(a) Certification by President and CEO

         *31.2 Rule 13a-14(a) Certification by CFO

         *32.1 Section 1350 Certification by President and CEO

         *32.2 Section 1350 Certification by CFO

_______________

*    Filed herewith
<PAGE>
                                   SIGNATURES

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


                            Zenex International, Inc.


Date:                       By:  RON CARTE
November 14, 2005                Ron Carte
                                 President

Date:                       By:  DEBRA G. MOREHEAD
November 14, 2005                Debra G. Morehead
                                 Chief Financial Officer
                                 (Principal Accounting Officer)

<PAGE>
                                  EXHIBIT INDEX

Exhibit No.   Description                          Method of Filing
-----------   -----------                          ----------------

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

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

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


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

10.1    Agreement and Plan Reorganization      Incorporated herein by reference
        dated May 5, 2000, by and among Lone
        Wolf Energy, Inc., Prestige
        Investments, Inc., Zenex Long
        Distance, Inc., and others (filed as
        exhibit to our Form 8-K filed on May
        19, 2000)

10.2    Plan and Agreement of Merger dated     Incorporated herein by reference
        May 5, 2000, by and among Lone
        Energy, Inc., Lone Wolf Acquisition
        Sub I, Inc., ChurchLink.com, Inc.
        and Switchless Resellers Services,
        Inc. (filed as exhibit to our Form
        S-3 Registration Statement filed on
        August 2, 2000)

10.3    Registration Rights Agreement dated    Incorporated herein by reference
        May 5, 2000, by and between Lone
        Energy, Inc. and Switchless Reseller
        Services, Inc. (filed as exhibit to
        our Form S-3 Registration Statement
        filed on August 2, 2000)

10.4    Stock Purchase Agreement executed as   Incorporated herein by reference
        of March 7, 2002 (filed as exhibit
        to our Form 8-K filed on March 19,
        2002)

10.5    Purchase Agreement dated November      Incorporated herein by reference
        25, 2002, with Red River Network,
        LLC (filed as exhibit to the
        Registrant's Annual Report on Form
        10-KSB for the year ended December
        31, 2002)

10.6    Option Agreement dated November 25,    Incorporated herein by reference
        2002, with Red River Network, LLC,
        as amended (filed as exhibit to our
        Annual Report on Form 10-KSB for the
        year ended December 31, 2002)

10.7    Service Agreement dated November 25,   Incorporated herein by reference
        2002, with Red River Network, LLC,
        as amended (filed as exhibit to our
        Annual Report on Form 10-KSB for the
        year ended December 31, 2002)

10.8    Assignment Agreement dated December    Incorporated herein by reference
        4, 2002, between Time Advisors, L.P.
        and Red River Network, LLC (filed as
        exhibit to our Annual Report on Form
        10-KSB for the year ended December
        31, 2002)

10.9    Joint Venture Agreement dated          Filed electronically herewith
        September 2, 2005 between Aduddell
        Roofing and Carothers Construction,
        Inc.
15      Letter re unaudited interim            Filed electronically herewith
        financial information

31.1    Rule 13a-14(a) Certification by        Filed electronically herewith
        President and CEO

31.2    Rule 13a-14(a) Certification by CFO    Filed electronically herewith

32.1    Section 1350 Certification by          Filed electronically herewith
        President and CEO

32.2    Section 1350 Certification by CFO      Filed electronically herewith