##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
      Form 10-K/A-1
  ANNUAL REPORT PURSUANT TO
    SECTIONS 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT
    OF 1934
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2005oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to   Commission file
    number 0-23315
 enherent Corp.
 (Exact name of registrant as
    specified in its charter)
  Delaware

13-3914972(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)192 Lexington Avenue,
    New York, New York(Address of principal
    executive offices)

10016(Zip Code)   Registrants telephone number, including area code:
 (212) 889-7722
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which
    RegisteredNone

None   Securities registered pursuant to Section 12(g) of the
    Act:
 Common Stock, $.001 par value
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ
      Documents
    Incorporated by Reference




---



##### 



Form 10-K Form 10-K/A
  Cautionary
    Note Regarding Forward-Looking Statements
  The following description of the business of enherent Corp.
    (enherent or Company) contains certain
    forward-looking statements as defined in Section 27A of the
    Securities Act of 1933, as amended, and Section 21E of the
    Securities Exchange Act of 1934, as amended, that involve
    substantial risks and uncertainties. These
    forward-looking
    statements include information about possible or assumed future
    results of enherents operations. When used in this section
    and elsewhere in this
    Form 10-K,
    the words anticipates, would,
    believes, expects, estimate,
    predict, plan,, project,
    will, should, intend and
    similar expressions as they relate to enherent or its management
    are intended to identify such forward-looking statements.
    Many possible events or factors could affect enherents
    future financial results and performance, causing
    enherents results or performance to differ materially from
    those expressed in enherents forward-looking statements.Investors are cautioned that such forward-looking statements
    involve risks and uncertainties including without limitation the
    following: (i) the Companys plans, strategies,
    objectives, expectations and intentions are subject to change at
    any time at the discretion of the Company; (ii) the
    Companys plans and results of operations will be affected
    by the Companys ability to manage its growth and
    resources; (iii) competition in the industry and the impact
    of competition on pricing, revenues and margins; (iv) the
    Companys ability to recruit and retain IT professionals;
    and (v) other risks and uncertainties indicated from time
    to time in the Companys filings with the Securities and
    Exchange Commission. The Companys actual results,
    performance or achievements could differ materially from the
    results expressed in, or implied by, such forward-looking
    statements. Factors that could cause or contribute to such
    differences include, without limitation, those discussed in
    Risk Factors below.
 1




---



##### 



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operation  The following discussion and analysis should be read in
    conjunction with the consolidated financial statements and
    related notes appearing elsewhere in this report. This
    discussion contains forward-looking statements reflecting our
    current expectations and estimates and assumptions concerning
    events and financial trends that may affect our future operating
    results or financial position. Actual results and the timing of
    events may differ materially from those contained in these
    forward-looking statements due to a number of factors, including
    those discussed in the section entitled Risk Factors
    and Cautionary Note Regarding Forward-Looking
    Statements appearing elsewhere in this report. In the
    merger, enherent was the legal acquirer and Dynax was deemed the
    accounting acquirer. The historical financial statements
    presented for periods prior to the merger are the financial
    statements of Dynax. The operations of the former enherent
    business have been included in the financial statements from the
    date of merger.
  Overview
             2




---



##### 



project-by-project case-by-case
       3




---



##### 



The
    Merger
  stock-for-stock
    
    reduction in administrative personnel and operating expenses;
    standardization of compensation plans for account managers and
    recruiters;
    implementation of common healthcare and 401(k) programs;
    transition of enherents and Dynaxs back office
    information system to Great Plains and transition of
    enherents legacy back office and accounting processes to
    our corporate office located in New York, New York together
    resulting in the consolidation of all of our back office
    operations including payroll, billing, accounts payable,
    collections and financial reporting;
    cross-selling of staffing and solutions services to the combined
    customer base;
    increased geographical reach for our services; and
    decreased enherents dependency on H-1B Visas for billable
    consultants with a more diverse employee base.  Results
    of Operations
    Years Ended
    December 31,2003


2004


2005Revenues


100.0
%


100.0
%


100.0
%Cost of revenues


74.4



76.9



75.7Gross profit


25.6



23.1



24.3Operating expenses


26.3



24.1



24.6Loss from operations


(0.7
)


(1.0
)


(0.3
)Other income (expense)


(2.1
)


(2.7
)


(2.4
)Net loss


(2.8
)


(3.7
)


(2.7
)  4




---



##### 



Fiscal
    Year Ended December 31, 2005 Compared to Fiscal Year Ended
    December 31, 2004
  Service
    Revenues:
        Equipment
    and Software Revenues:
          Operating
    Expenses:
   5




---



##### 



Interest
    Expense:
    Provision
    for Income Taxes:
    Net
    Loss:
    Loss Per
    Share:
    Fiscal
    Year Ended December 31, 2004 Compared to Fiscal Year Ended
    December 31, 2003
  Service
    Revenues:
        Equipment
    and Software Revenues:
     6




---



##### 



Operating
    Expenses:
    Restructuring
    Charges:
    Interest
    Expense:
    Balance
    Sheet Recapitalization:
    Provision
    for Income Taxes:
    Net
    Loss:
    Loss Per
    Share:
   7




---



##### 



Quarterly
    Results
    Three Months ended,Mar 31,


June 30,


Sept 30,


Dec 31,


Mar 31,


June 30,


Sept 30,


Dec 31,2004


2004


2004


2004


2005


2005


2005


2005(In thousands)Statement of Income
    Data:Revenues

$
5,249


$
4,010


$
4,443


$
4,698


$
3,775


$
7,509


$
7,627


$
8,409Cost of revenues


4,225



2,834



3,216



3,876



2,887



5,649



5,630



6,525Gross profit


1,024



1,176



1,227



822



888



1,860



1,997



1,884Total Operating Expenses


1,112



1,046



1,065



1,212



1,350



1,977



1,739



1,647Income (loss) from operations


(88
)


130



162



(390
)


(462
)


(117
)


258



237Other income (expense)


(122
)


(118
)


(114
)


(137
)


(126
)


(166
)


(177
)


(191
)Net income (loss)

$
(210
)

$
12


$
48


$
(527
)

$
(588
)

$
(283
)

$
81


$
46As a Percentage of
    Revenue:Revenues


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%


100.0
%Cost of revenues


80.5



70.7



72.4



82.5



76.5



75.2



73.8



77.6Gross profit


19.5



29.3



27.6



17.5



23.5



24.8



26.2



22.4Total operating expenses


21.2



26.1



24.0



25.8



35.7



26.3



22.8



19.6Income (loss) from operations


(1.7
)


3.2



3.6



(8.3
)


(12.2
)


(1.5
)


3.4



2.8Other income (expense)


(2.3
)


(2.9
)


(2.5
)


(2.9
)


(3.3
)


(2.2
)


(2.3
)


(2.3
)Net income (loss)


(4.0
)


0.3



1.1



(11.2
)


(15.5
)


(3.7
)


1.1



0.5   Liquidity
    and Capital Resources
     8




---



##### 



9




---



##### 




    our historical earnings and cash flow performance;
    our assessment of future working capital needs;
    our current and projected debt service expenses;
    planned capital expenditures; and
    our ability to borrow funds under the terms of our revolving
    credit facility.         10




---



##### 



Critical
    Accounting Policies
    Revenue
    Recognition
    Consulting
    Services:
  and/or percentage-of-completion
    Software:
    Equipment:
   11




---



##### 



Accounts
    Receivable  Allowance for Doubtful
    Accounts
    Fixed
    Assets
    Goodwill
    and Other Intangible Assets
      Deferred
    Taxes
    Off-Balance
    Sheet Transactions
   12




---



##### 



Contractual
    Obligations
    Payment Due by PeriodMore ThanContractual
    Obligations

Total


Less Than 1 Year


1-3 Years


3-5 Years


5 YearsLong-Term Debt Obligations

$
7,525,442


$
3,736,788


$
2,643,706


$
1,144,948



Capital Lease Obligations


70,481



41,252



29,229







Operating Lease Obligations


1,009,076



480,499



528,577







Other Long-Term Liabilities
    Reflected on the Registrants Balance Sheet under GAAP


18,261



21,558



(3,297
)






Total

$
8,623,260


$
4,280,097


$
3,198,215


$
1,144,948



   Item 8.
    Financial
    Statements and Supplementary Data    PageIndex to
    Consolidated Financial Statements


F-1Report of
    Independent Registered Public Accounting Firm


F-2Consolidated
    Balance Sheets as of December 31, 2004 and 2005


F-3Consolidated
    Statements of Operations for the years ended December 31,
    2003, 2004 and 2005


F-4Consolidated
    Statements of Changes in Capital Deficiency for the years ended
    December 31, 2003, 2004 and 2005


F-5Consolidated
    Statements of Cash Flows for the years ended December 31,
    2003, 2004, and 2005


F-6Notes to
    Consolidated Financial Statements


F-7  13




---



##### 



PART III
  Item 9A.
    Controls
    and Procedures    Rules 13a-15 15d-15
        
    improving timing of quarterly closings to increase the time
    available between closing and filing of the quarterly and annual
    reports for internal and external review of the reports;
    formalizing the role of the Companys senior accounting
    manager in the review process of quarterly and annual reports
    and other SEC filings containing financial information; and
    specifying that the Company senior accounting managers
    review should include comparison of current Company filings with
    historical Company filings.      Rules 13a-15(f) 15d-15(f))
 14




---



##### 



PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements
  page F-1.
  (2)
    Financial Statement Schedules  page F-20.
    Exhibits
   15




---



##### 



SIGNATURES
      By:
    /s/  PAMELA
    FREDETTE          By:
    /s/  PAMELA FREDETTE            By:
    /s/  KARL BRENZA          By:
    /s/  DOUGLAS K. MELLINGER        By:
    /s/  THOMAS MINERVA      S-1




---



##### 



By:
    /s/  FAITH GRIFFIN        By:
    /s/  WILLIAM CARY       S-2




---



##### 



enherent
    Corp. and Subsidiaries
 Index to
    Consolidated Financial Statements  Report of
    Independent Registered Public Accounting Firm


F-2Consolidated
    Balance Sheets as of December 31, 2004 and 2005


F-3Consolidated
    Statements of Operations for the years ended December 31,
    2003, 2004 and 2005


F-4Consolidated
    Statements of Changes in Capital Deficiency for the years ended
    December 31, 2003, 2004 and 2005


F-5Consolidated
    Statements of Cash Flows for the years ended December 31,
    2003, 2004 and 2005


F-6Notes to
    Consolidated Financial Statements


F-7Schedule II - Valuation
    and Qualifying Accounts


F-21   F-1




---



##### 



Report of
    Independent Registered Public Accounting Firm     page F-20.
            F-2




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 AS OF
    DECEMBER 31, 2005 AND 2004
  December 31,


December 31,2005


2004*ASSETSCurrent assets:Cash and cash equivalents

$
320,574


$
28,647Accounts receivable, net


4,996,626



3,033,280Prepaid and refundable taxes


18,427



9,733Prepaid expenses and other current
    assets


254,756



113,012Total current assets


5,590,383



3,184,672Furniture, equipment and
    improvements, net


255,375



285,725Deferred merger costs






383,049Goodwill


4,334,278



Other intangible assets,
    net


425,000



Deferred financing costs,
    net


123,952



Other assets


24,689



TOTAL

$
10,753,677


$
3,853,446LIABILITIESCurrent liabilities:Revolving credit facility

$
3,465,519


$
2,596,549Current portion of long-term debt


312,521



576,336Accounts payable and accrued
    expenses


3,302,094



2,042,811Deferred revenue


143,898



99,252Accrued compensation and benefits


605,187



222,639Total current
    liabilities


7,829,219



5,537,587Long-term liabilities:Long-term debt, net of current
    portion above


3,817,883



2,203,715Noncurrent rent payable


18,261



43,215Total long-term
    liabilities


3,836,144



2,246,930Total liabilities


11,665,363



7,784,517Commitments and
    contingenciesCAPITAL DEFICIENCYPreferred stock,$.001 par value;
    authorized  10,000,000 shares, issued-none






Common stock,$.001 par value,
    authorized  101,000,000 shares in 2005 and
    50,000,000 shares in 2004 including 1,000,000 nonvoting
    shares in each year, issued and
    outstanding  50,341,451 voting shares in 2005
    and 22,663,491 voting shares in 2004


50,341



22,663Additional paid-in
    capital


27,091,409



23,331,902Unearned compensation on
    restricted stock


(24,295
)


Accumulated deficit


(28,029,141
)


(27,285,636
)Total capital
    deficiency


(911,686
)


(3,931,071
)TOTAL

$
10,753,677


$
3,853,446     *
    
    Dynax Solutions, Inc. and subsidiaries (See Notes 1 and 3
    to the consolidated financial statements)   F-3




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 FOR
    THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
  2005


2004*


2003*Revenues:Service revenue

$
23,788,329


$
14,376,625


$
16,363,720Equipment and software revenue


3,532,314



4,024,282



2,703,802Total revenues


27,320,643



18,400,907



19,067,522Cost of revenues:Cost of services


17,966,654



10,819,807



12,167,544Cost of equipment and software


2,724,268



3,330,868



2,012,549Cost of revenues


20,690,922



14,150,675



14,180,093Gross profit


6,629,721



4,250,232



4,887,429Operating expenses:Selling, general and administrative


5,813,944



4,170,406



4,252,513Nonrecurring merger related
    expenses


573,227







Restructuring charges










366,495Depreciation and amortization
    expense


326,120



264,778



392,816Total operating
    expenses


6,713,291



4,435,184



5,011,824Operating loss


(83,570
)


(184,952
)


(124,395
)Other income
    (expenses):Interest expense


(642,935
)


(465,202
)


(507,071
)Forgiveness of debt










426,965Recapitalization costs










(307,514
)Loss before income
    taxes


(726,505
)


(650,154
)


(512,015
)Provision for income
    taxes


(17,000
)


(25,922
)


(17,870
)NET LOSS

$
(743,505
)

$
(676,076
)

$
(529,885
)Basic and diluted net loss per
    share

$
(0.02
)

$
(0.03
)

$
(0.06
)Number of shares used in
    computing basic and diluted net loss per share


43,175,973



20,905,370



8,475,967     *
    
    Dynax Solutions, Inc. and subsidiaries (See Notes 1 and 3
    to the consolidated financial statements)   F-4




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN CAPITAL DEFICIENCY
 FOR THE
    YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
  UnearnedPreferred Stock


Common Stock


Additional


Compensation





Treasury Stock


TotalNumber of





Number of





Paid-in


Restricted


Accumulated


Number of





CapitalShares


Amount


Shares


Amount


Capital


Stock


Deficit


Shares


Amount


DeficiencyBalance at January 1,
    2003


1,067,035


$
11,359,562



7,014,937


$
7,015


$
9,220,551


$



$
(26,078,632
)


414,342


$
(21,063
)

$
(5,512,567
)Stock dividends on Series D
    Preferred Stock


53,352



640,221











(640,221
)


















Cash in lieu of fractional shares
    on Preferred Stock


























(1,043
)










(1,043
)Common stock issues for
    compensation and severance










514,820



515



62,985



















63,500Common stock issued in exchange of
    Series D Preferred Stock


(1,120,387
)


(11,999,783
)


12,276,372



12,276



11,987,507



















Common stock issued in exchange of
    Series A and C Mandatory Redeemable Preferred Stock










1,353,754



1,354



2,473,646



















2,475,000Net Loss for the year ended
    December 31, 2003


























(529,885
)










(529,885
)Balance at December 31,
    2003










21,159,883



21,160



23,104,468







(26,609,560
)


414,342



(21,063
)


(3,504,995
)Treasury stock retired










(414,342
)


(415
)


(20,648
)










(414,342
)


21,063



Common stock issued for
    compensation relating to amended CEO agreement










1,917,950



1,918



248,082



















250,000Net Loss for the year ended
    December 31, 2004


























(676,076
)










(676,076
)Balance at December 31,
    2004










22,663,491



22,663



23,331,902







(27,285,636
)










(3,931,071
)Common stock issued upon merger
    with Dynax










26,953,103



26,953



3,686,198



















3,713,151Exercise of common stock options










220,000



220



18,280



















18,500Restricted common stock issued










504,857



505



55,029



(24,295
)














31,239Net Loss for the year ended
    December 31, 2005


























(743,505
)










(743,505
)Balance at December 31,
    2005





$




50,341,451


$
50,341


$
27,091,409


$
(24,295
)

$
(28,029,141
)





$



$
(911,686
)    F-5




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 FOR THE
    YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
  2005


2004*


2003*NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS:Cash flows from operating
    activities:Net loss

$
(743,505
)

$
(676,076
)

$
(529,885
)Adjustments to reconcile net loss
    to net cash (used in) provided by operating activities:Bad debts


45,151



(50,000
)


Depreciation


222,516



264,778



392,816Amortization of intangibles


75,000







Amortization of deferred financing
    costs


28,604







Deferred compensation


31,239







Deferred rent


(24,954
)


(17,394
)


(11,754
)Deferred revenue


44,646



(52,933
)


1,414Forgiveness of debt










(426,965
)Common stock issued to chief
    executive officer






250,000



Common stock and stock options
    issued as compensation










63,500Changes in assets and liabilities:**Accounts receivable


507,740



(166,857
)


1,557,423Prepaid expenses and other current
    assets


(60,516
)


(109,131
)


47,451Prepaid and refundable taxes


27,622



43,254



46,361Other assets


25,311



135,012



(57,238
)Accounts payable and other accrued
    expenses


(534,947
)


(175,871
)


403,290Net cash (used in) provided by
    operating activities


(356,093
)


(555,218
)


1,486,413Cash flows from investing
    activities:Cash balance received upon merger
    of enherent


892,309







Payments of direct merger costs


(401,409
)


(166,064
)


Purchase of furniture, fixtures,
    and equipment


(122,759
)


(35,695
)


(149,943
)Net cash provided by (used in)
    investing activities


368,141



(201,759
)


(149,943
)Cash flows from financing
    activities:Cash in lieu of fractional shares
    on preferred stock dividends










(1,043
)Repayment of notes payable, others


(73,438
)


(37,492
)


(277,293
)Repayment of compensation note
    payable


(99,864
)


(86,880
)


Net proceeds (repayments) under
    revolving loan


868,970



359,796



(669,969
)Principal repayments on term loan


(225,103
)


(300,000
)


(325,000
)Principal payments on capital lease
    obligations


(56,630
)


(25,337
)


(135,836
)Payments of deferred financing costs


(152,556
)






Proceeds from exercise of stock
    options


18,500







Repayment of related party loans










(128,293
)Net cash provided by (used in)
    financing activities


279,879



(89,913
)


(1,537,434
)NET INCREASE (DECREASE) IN CASH
    AND CASH EQUIVALENTS


291,927



(846,890
)


(200,964
)CASH AND CASH
    EQUIVALENTS  JANUARY 1


28,647



875,537



1,076,501CASH AND CASH
    EQUIVALENTS  DECEMBER 31

$
320,574


$
28,647


$
875,537SUPPLEMENTAL DISCLOSURE OF CASH
    FLOW INFORMATION:Cash paid (received) during year
    for:Interest

$
565,263


$
412,015


$
576,253Income taxes

$
1,378


$
(17,332
)

$
22,894Noncash investing and financing
    transactions:Equipment acquired under capital
    leases

$
55,389


$
35,414


$
Issuance of restricted stock

$
55,534


$



$
Accrued deferred acquisition costs

$



$
216,985


$
Issuance of enherent shares related
    to merger

$
3,713,151


$



$
Preferred stock dividends

$



$



$
640,221Common stock issued for
    compensation and severance

$



$



$
63,500Common stock issued in exchange of
    Preferred Stock

$



$



$
14,474,783Treasury stock retired

$



$
21,063


$
Common stock issued as compensation

$



$
250,000


$
   *
    
    Dynax Solutions, Inc. and
    subsidiaries (See Notes 1 and 3 to the consolidated
    financial statements)**
    
    Gives effect to assets and
    liabilities acquired in the merger (see Note 3 to the
    consolidated financial statements)   F-6




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 FOR
    THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003
  NOTE 1  SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES
  Description
    of Business
    Basis
    of Presentation
        Revenue
    Recognition
    Consulting
    Services
  and/or percentage-of-completion
   F-7




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Equipment
    Software
    Per
    Share Amounts
    Cash
    and Cash Equivalents
    Fixed
    Assets
    Goodwill
    and Other Intangibles
     F-8




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Deferred
    Financing Costs
    Fair
    Value of Financial Instruments
    Preferred
    Stock Accounting
      Stock
    Based Compensation
      Year Ended
    December 31,2005


2004


2003Net loss available to common
    stockholders as reported

$
(743,505
)

$
(676,076
)

$
(529,885
)Total stock option expense
    determined under fair value based method


(114,000
)


(184,000
)


(263,000
)Pro forma net loss


(857,505
)


(860,076
)


(792,885
)Net loss per common share as
    reported:Basic and diluted

$
(0.02
)

$
(0.03
)

$
(0.06
)Net loss per common share pro
    forma:Basic and diluted

$
(0.02
)

$
(0.04
)

$
(0.09
)  F-9




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31,2005


2004


2003Risk-free interest rate
    (approximately)


5
%


4
%


4
%Dividend yield


0
%


0
%


0
%Volatility factor of the expected
    market price of Common Stock (average)


118
%


186
%


223
%Average life years


10



10



10     Income
    Taxes
    Advertising
    Use of
    Estimates
    Concentration
    of Credit Risk
      NOTE 2  RECENT
    ACCOUNTING PRONOUNCEMENTS
   F-10




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NOTE 3  MERGER
  stock-for-stock
  merger-of-equals
    Cash

$
892,309Accounts receivable, net


2,516,237Furniture, equipment and
    improvements


14,019Goodwill


4,334,278Customer base intangible asset


500,000Other assets


167,544Current liabilities


(2,326,778
)Other liabilities


(1,600,000
)Total purchase price

$
4,497,609  F-11




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year Ended
    December 31,2005


2004Revenues:Service revenue

$
27,519,000


$
27,339,000Equipment and software revenue


3,532,000



4,024,000Total revenues


31,051,000



31,363,000Pro forma loss before
    non-recurring merger related expenses


(282,000
)


(1,193,000
)Merger related costs incurred
    directly by acquired entity and other non-recurring costs


(1,178,000
)


(1,778,000
)Pro forma net loss

$
(1,460,000
)

$
(2,971,000
)Basic and diluted net (loss) per
    common share

$
(0.03
)

$
(0.06
)Weighted average
    shares  basic and diluted


49,914,000



47,289,000   NOTE 4  FURNITURE,
    EQUIPMENT AND IMPROVEMENTS
    EstimatedDecember 31,


Useful Lives2005


2004


(Years)Furniture, fixtures and equipment

$
2,132,799


$
1,940,381



7Leasehold improvements


272,818



272,818



7-10Total


2,405,617



2,213,199Less accumulated depreciation and
    amortization


(2,150,242
)


(1,927,474
)Balance*

$
255,375


$
285,725     *
    
    Balance includes net assets under capital leases of
    approximately $99,000 in 2005 and $16,000 in 2004.    NOTE 5  GOODWILL
    AND OTHER INTANGIBLE ASSETS
      NOTE 6  REVOLVING
    CREDIT FACILITY
   F-12




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        NOTE 7  LONG-TERM
    DEBT
    2005


2004Ableco Term
    Loan A  payable in monthly installments of
    $25,000 plus interest at 12.25% annually to September 30,
    2005.

$



$
225,103Note Payable due to a prior
    enherent Preferred Stockholder. According to the terms of the
    fourth note in the principal amount of $188,000, no interest is
    initially charged. This note has a term of two years and
    quarterly principal payments in the amount of $23,000. The
    Company made one installment payment under the terms of this
    note in 2005. All past due principal shall bear interest at 12%
    until paid. The 12% past-due interest rate shall be increased by
    an additional 2% every six months that a past-due amount remains
    outstanding, such that it will increase to 14% if a past-due
    amount remains outstanding for six months, 16% if a past-due
    amount remains outstanding for twelve months, and 18% if a
    past-due amount remains outstanding for 18 months. The
    past-due interest rate shall at no time exceed 18%. The Company
    has accrued interest on all past-due amounts in accordance with
    the terms of the note.


164,062



Notes payable due to the repurchase
    of enherents Preferred Stock in 2004. As a result, of the
    repurchase the Company is obligated to make principal and
    interest payments on a three-year promissory note. Annual
    principal payments of $50,000 are due commencing April 15,
    2005 plus interest of 4%


100,000



 F-13




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2005


2004Ableco Term Loan B is payable
    in semi-annual installments of $212,500 commencing
    October 1, 2007, with such installments increasing to
    $425,000 on October 1, 2009, plus interest at 3% annually
    to April 1, 2010. The principal amount of Term Loan B
    will be reduced by $250,000 if the outstanding principal of the
    Term B loan less such $250,000 reduction has been repaid in full
    on or before April 1, 2006. The principal amount of the
    Term Loan B will be reduced by $125,000 if the outstanding
    principal of the Term Loan B less such $125,000 reduction
    has been repaid in full between April 1, 2006 and
    April 1, 2007.


1,700,000



1,700,000Note Payable due to three
    prior enherent Preferred Stockholders. According to the terms of
    three of the promissory notes (having an aggregate principal
    amount of $1,412,500), 6% interest on the amount outstanding
    shall be payable in arrears. These three notes have terms of
    five years and no principal payments shall be owed in the first
    twenty-nine months. Thereafter, semi-annual principal payments
    in the amount of $177,000 are due for the following two years
    and for the last year semi-annual principal payments of $353,000
    are due.

$
1,412,500


$
Note Payable due to a former
    Board Chairman in quarterly payments of $31,250 through January
    2008; balance stated is net of imputed interest at 8.6% a
    year.


226,531



326,395Note Payable due from a prior
    business acquisition. The note is subordinated to the Ableco
    loans. Payments of principal or interest on this indebtedness
    may not be made without the consent of Ableco. No payments have
    been made since March 31, 2004. However, for financial
    statement presentation purposes the balance sheet classification
    of these loans has been estimated based upon the subordination
    provision and their minimum payment terms, without regard to
    payments in arrears. The monthly payment terms are equal
    to (i) $5,000 or (ii) $7,500 if EBITDA (as
    defined in the note) is at least $75,000 or (iii) $10,000
    if EBITDA is $100,000 or greater, plus interest at prime plus
    1%.


112,623



112,623Notes Payable due a prior
    business acquisition. The notes are subordinated to the Ableco
    loans. Payments of principal or interest on this indebtedness
    may not be made without the consent of Ableco. No payments have
    been made since March 31, 2004. However, for financial
    statement presentation purposes the balance sheet classification
    of these loans has been estimated based upon the subordination
    provision and their minimum payment terms, without regard to
    payments in arrears. Due in monthly payments equal
    to (i) $10,000 or (ii) $15,000 if EBITDA (as
    defined in the note) is at least $75,000 or (iii) $20,000
    if EBITDA is $100,000 or greater, plus interest at prime.


344,207



344,207Various capital lease obligations
    related to the acquisition of computer and office equipment in
    the Consolidated Statements of Operations. Capital leases are
    stated net of interest at nominal amounts.


70,481



71,723Total debt


4,130,404



2,780,051Less current portion of long-term
    debt


(312,521
)


(576,336
)Noncurrent portion of long-term debt

$
3,817,883


$
2,203,715     Year Ending
    December 31:2006

$
312,5212007


601,7932008


813,9482009


1,257,1872010


958,125Thereafter


186,830Total

$
4,130,404  F-14




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE 8  CAPITAL
    STOCK
                      NOTE 9  STOCK
    BASED COMPENSATION
  Stock
    Options
     F-15




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            WeightedAverageShares


Price per ShareOutstanding  January 1,
    2003


1,831,117


$
1.702003 transactions:Forfeited


(275,468
)


1.17Granted


3,068,870



0.12Outstanding  December 31,
    2003


4,624,519


$
0.692004 transactions:Forfeited


(1,209,329
)


1.94Granted


2,112,622



0.11Outstanding  December 31,
    2004


5,527,812


$
0.192005 transactions:Exercised


(220,000
)


0.08Forfeited


(540,441
)


0.44Granted


3,566,198



0.32Outstanding  December 31,
    2005


8,333,569


$
0.23  F-16




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     WeightedAverageRemainingExercise

Number


Number


ContractualPrices

Outstanding


Exercisable


Life$0.03-$0.29


7,655,978



5,189,839



8.8$0.66-$0.78


327,566



327,566



3.4$1.13-$1.82


125,550



125,547



4.8$2.19-$2.75


178,075



178,075



3.7$3.63-$5.63


46,400



46,400



3.8Total


8,333,569



5,867,427   Restricted
    Stock
    NOTE 10  INCOME
    TAXES
     F-17




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Net operating loss carryforwards

$
5,280,000Deferred rent


7,000Allowance for bad debts


38,000Deferred compensation


91,000Amortization


1,220,000Depreciation


30,000Subtotal


6,666,000Less valuation allowance


(6,666,000
)Balance

$
   NOTE 11  RESTRUCTURING
    CHARGES
    NOTE 12  RETIREMENT
    PLANS
    NOTE 13  SEGMENT
    INFORMATION
      NOTE 14
     COMMITMENTS
    AND CONTINGENCIES  Operating
    Leases
     F-18




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Year Ending
    December 31,2006

$
480,4992007


249,2442008


169,3082009


110,025Total minimum lease payments

$
1,009,076     Employment
    Agreements
      Litigation
    NOTE 15  RELATED
    PARTY TRANSACTIONS
     F-19




---



##### 



ENHERENT
    CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   F-20




---



##### 



SCHEDULE II  VALUATION
    AND QUALIFYING ACCOUNTS  Column A

Column B


Column C


Column D


Column EAdditionsChargedBalance at


(Credited) to





Balance atBeginning of


Costs and





End ofDescription

Period


Expenses


Deductions(a)


Period(In thousands)Year ended December 31,
    2003Allowances deducted from assets to
    which they apply:Allowance for doubtful accounts

$
229


$



$
129


$
100Year ended December 31,
    2004Allowances deducted from assets to
    which they apply:Allowance for doubtful accounts

$
100


$
(50
)

$



$
50Year ended December 31,
    2005Allowances deducted from assets to
    which they apply:Allowance for doubtful accounts

$
50


$
45


$



$
95     (a)
    
    Uncollectible receivables written off. F-21




---



##### 



INDEX TO
    EXHIBITS
  ItemNo.



Description2
.1



Agreement and Plan of Merger dated
    as of October 12, 2004, by and between the Company and
    Dynax Solutions, Inc. (Incorporated by reference to
    Exhibit 2.1 of the Companys
    Form 10-Q
    filed November 15, 2004).2
.2



First Amendment to Agreement and
    Plan of Merger dated as of November 4, 2004, by and between
    the Company and Dynax Solutions, Inc. (Incorporated by reference
    to Exhibit 2.2 of the Companys
    Form 10-Q
    filed November 15, 2004).3
.1



Restated Certificate of
    Incorporation (Incorporated by referenced to Exhibit 4.1 of
    the Companys
    Form S-8
    filed January 22, 1998).3
.2



Certificate of Amendment of
    Restated Certificate of Incorporation of enherent Corp.
    (Incorporated by reference to Exhibit 3.1 of the
    Companys Annual Report on
    Form 10-K
    filed April 4, 2001).3
.3



Certificate of Amendment of
    Restated Certificate of Incorporation of the Company as filed
    with the Secretary of State of Delaware on April 1, 2005
    (Incorporated by reference to Exhibit 3.1 of the
    Companys Current Report on
    Form 8-K
    filed April 6, 2005).3
.4



Certificate of Merger merging
    Dynax Solutions, Inc. into the Company as filed with the
    Secretary of State of Delaware on April 1, 2005
    (Incorporated by reference to Exhibit 3.2 of the
    Companys Current Report on
    Form 8-K
    filed April 6, 2005).3
.5



Amended and Restated Bylaws, as
    amended through April 22, 2005 (Incorporated by reference
    to Exhibit 3.1 of the Companys Current Report on
    Form 8-K
    filed April 27, 2005).4
.1



Form of Certificate of Common
    Stock (Incorporated by reference to Exhibit 4.1 of the
    Companys Annual Report on
    Form 10-K
    filed March 22, 2002).4
.2



Securities Purchase Agreement
    dated as of April 13, 2000, by and among the Company and
    the Investors named therein (Incorporated by reference to
    Exhibit 99.1 of the Companys Current Report on
    Form 8-K
    filed April 14, 2000).4
.3



Preferred Stock Agreement dated as
    of October 28, 2004, by and among the Company and the
    Preferred Stockholders named therein (Incorporated by reference
    to Exhibit 4.5 of the Companys
    Form 10-Q
    filed November 15, 2004).*10
.1



Employment Agreement dated
    December 1, 2003, between James C. Minerly and the Company
    (Incorporated by reference to Exhibit 10.1 of the
    Companys Annual Report on
    Form 10-K
    filed March 30, 2004).*10
.2



Employment Agreement dated
    February 16, 2004, between Douglas A. Catalano and the
    Company with Exhibit A and Amendment (Incorporated by
    reference to Exhibit 10.2 of the Companys Annual
    Report on
    Form 10-K
    filed March 30, 2004).*10
.3



Employment Agreement dated
    April 1, 2005 between Lori Stanley and the Company
    (Incorporated by reference to Exhibit 10.5 of the
    Companys Current Report on
    Form 8-K
    filed April 6, 2005).*10
.4



Employment Agreement dated
    April 1, 2005 between Roger DiPiano and the Company
    (Incorporated by reference to Exhibit 10.6 of the
    Companys Current Report on
    Form 8-K
    filed April 6, 2005).*10
.5



Amended and Restated 1996 Stock
    Incentive Plan (Incorporated by reference to Exhibit 10.1
    of the Companys
    Form S-8
    filed January 22, 1998).10
.6



Stock Purchase Agreement dated as
    of April 1, 2004, by and between the Company and Primesoft,
    LLC (Incorporated by reference to Exhibit 10.4 of the
    Companys Quarterly Report on
    Form 10-Q
    filed May 7, 2004).10
.7



Promissory Note dated
    April 1, 2004, by and between the Company and Primesoft,
    LLC (Incorporated by reference to Exhibit 10.5 of the
    Companys Quarterly Report on
    Form 10-Q
    filed May 7, 2004).*10
.8



Non-Qualified Stock Option
    Agreement dated September 14, 2004, by and between the
    Company and Douglas Mellinger (Incorporated by reference to
    Exhibit 10.4 of the Companys
    Form 10-Q
    filed November 15, 2004).*10
.9



Agreement dated September 14,
    2004, by and between the Company and Douglas Mellinger
    (Incorporated by reference to Exhibit 10.5 of the
    Companys
    Form 10-Q
    filed November 15, 2004).*10
.10



Restricted Stock Agreement dated
    October 5, 2004, by and between the Company and Douglas
    Catalano (Incorporated by reference to Exhibit 10.6 of the
    Companys
    Form 10-Q
    filed November 15, 2004). E-1




---



##### 



ItemNo.



Description10
.11



Amended and Restated Credit
    Agreement by and among the Company, certain subsidiaries listed
    therein, Ableco Finance LLC and certain lenders party thereto
    dated as of April 1, 2005 (Incorporated by reference to
    Exhibit 10.2 of the Companys Current Report on
    Form 8-K
    filed April 6, 2005).10
.12



Intercreditor and Subordination
    Agreement among the Company, certain subsidiaries listed
    therein, Ableco Finance LLC and certain lenders party thereto
    dated as of April 1, 2005 (Incorporated by reference to
    Exhibit 10.3 of the Companys Current Report on
    Form 8-K
    filed April 6, 2005).*10
.13



Consulting Agreement dated
    April 1, 2005 between Douglas A. Catalano and the Company
    (Incorporated by reference to Exhibit 10.4 of the
    Companys Current Report on
    Form 8-K
    filed April 6, 2005).*10
.14



Employment Agreement dated
    April 1, 2005 between David Green and the Company
    (Incorporated by reference to Exhibit 10.6 of the
    Companys Current Report on
    Form 8-K
    filed April 6, 2005).*10
.15



2005 Stock Incentive Plan, adopted
    June 2, 2005, including forms of Grant Agreements
    (Incorporated by reference to Exhibit 10.1 of the
    Companys Current Report on
    Form 8-K
    filed June 7, 2005).*10
.16



Employment Agreement executed on
    June 8, 2005, but effective April 1, 2005 between
    Pamela Fredette and the Company (Incorporated by reference to
    Exhibit 10.1 of the Companys Current Report on
    Form 8-K
    filed June 10, 2005).*10
.17



2005 Management Incentive
    Compensation Plan, adopted May 10, 2005 (Incorporated by
    reference to Exhibit 10.15 of the Companys Quarterly
    Report on
    Form 10-Q
    filed August 12, 2005).*10
.18



Director Compensation Plan,
    adopted May 10, 2005 (Incorporated by reference to
    Exhibit 10.16 of the Companys Quarterly Report on
    Form 10-Q
    filed on August 12, 2005).*10
.19



Employment Agreement between the
    Company and Karl Brenza executed on August 15, 2005
    (Incorporated by reference to Exhibit 10.1 of the
    Companys Current Report on
    Form 8-K
    filed August 19, 2005).*10
.20



Restricted Stock Agreement between
    the Company and Karl Brenza executed on August 15, 2005
    (Incorporated by reference to Exhibit 10.2 of the
    Companys Current Report on
    Form 8-K
    filed August 19, 2005).*10
.21



Stock Option Award Agreement
    between the Company and Karl Brenza executed on August 15,
    2005 (Incorporated by reference to Exhibit 10.3 of the
    Companys Current Report on
    Form 8-K
    filed August 19, 2005).*10
.22



Form of Indemnification Agreement
    between the Company and each of its directors entered into as of
    September 20, 2005 (Incorporated by reference to
    Exhibit 10.1 of the Companys Current Report on
    Form 8-K
    filed September 22, 2005).*10
.23



Amendment to Agreement by and
    between enherent Corp. and Douglas K. Mellinger dated as of
    December 31, 2005 (Incorporated by reference to
    Exhibit 10.1 of the Companys Current Report on
    Form 8-K
    filed January 6, 2006).14
.1



Code of Ethics and Business
    Conduct for Officers, Directors and Employees of enherent Corp.
    (Incorporated by reference to Exhibit 14.1 of the
    Companys Annual Report on
    Form 10-K
    filed March 30, 2004).21
.1



List of Subsidiaries (previously
    filed).23
.1



Consent of Cornick,
    Garber & Sandler, LLP, dated May [  ],
    2006 (filed herewith).31
.1



Section 302 Certification of
    Chief Executive Officer (certification required pursuant to
    Rule 13a-14(a)
    and
    15d-14(a))
    (filed herewith).31
.2



Section 302 Certification of
    Senior Financial Officer (certification required pursuant to
    Rule 13a-14(a)
    and
    15d-14(a))
    (filed herewith).32
.1



Section 906 Certification of
    Chief Executive Officer (certification required pursuant to
    18 U.S.C. 1350) (filed herewith).32
.2



Section 906 Certification of
    Senior Financial Officer (certification required pursuant to
    18 U.S.C. 1350) (filed herewith).     *
    
    Denotes management contract or compensatory plan or arrangement. E-2