UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                             -----------------------
                                   FORM 10-KSB

/X/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the fiscal year ended DECEMBER 31, 2001
                          -----------------

                                       OR

/  /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934
For the transition period from  ______________ to ______________

                         Commission file number 0-22808

                              eNexi HOLDINGS, INC.
--------------------------------------------------------------------------------
           (Name of Small Business issuer as specified in its charter)

        Delaware                                            65-0884085
-----------------------------                     ------------------------------
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                           Identification No.)

                 39012 Carriage Way, Palmdale, California 93551

        -----------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (949) 756-8181
 -------------------------------------------------------------------------------
                 Issuer's Telephone Number, Including Area Code)

         Securities Registered under Section 12(b) of the exchange Act:
<TABLE>
<CAPTION>

                                                                        Name of Each Exchange
    Title of Each Class                                                  on Which Registered

    -------------------------------------------         -------------------------------------------------------
<S>                                                     <C>


    -------------------------------------------         -------------------------------------------------------
</TABLE>

         Securities registered under Section 12(g) of the Exchange Act:

                    Common Stock, $.0001 par value per share
 -------------------------------------------------------------------------------
                                (Title of Class)
<PAGE>
     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. No ____ Yes X No --- ----------

     Indicate by check mark if no disclosure of  delinquent  filers  pursuant to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. __X__ -


     The issuer's revenues for its most recent fiscal year were $-0-.

     The aggregate  market value of the voting stock held by  non-affiliates  of
the Registrant, as of March 29, 2002, was approximately $____________ based upon
the closing  sale price of the  Registrant's  Common  Stock on the OTC  Bulletin
Board of  $________  per share of Common  Stock on that date.  See  Footnote (1)
below.

     The  number  of  shares  outstanding  of  the  registrant's   Common  Stock
outstanding as of December 31, 2001 was 9,732,864.

     --------------------------
     (1) The information provided shall in no way be construed as an admission
         that any person whose holdings are excluded from the figure is not an
         affiliate or that any person whose holdings are included is an
         affiliate and any such admission is hereby disclaimed. The information
         provided is included solely for recordkeeping purposes of the
         Securities and Exchange Commission.


         Transitional Small Business Disclosure Format:  Yes ______; No     X
                                                                        --------




<PAGE>
                                     PART I


ITEM 1.       DESCRIPTION OF BUSINESS

History

         We were originally incorporated under the laws of the State of Florida
under the name Arngre, Inc. On June 24, 1999, we merged with and into Silver
King Resources (Delaware), Inc., a newly-formed Delaware corporation. Silver
King (Delaware), Inc., the surviving corporation of the merger, was formed for
the purpose of the merger and had no prior operating history. Immediately after
the completion of the merger, we changed our name to Silver King Resources, Inc.

         On May 19, 2000, Silver King Acquisitions, Inc., a Delaware corporation
and a wholly owned subsidiary of us, merged with and into eNexi Inc., a Delaware
corporation. eNexi Inc., as the surviving entity after the merger, is a wholly
owned subsidiary of us. On July 17, 2000, we changed our name to eNexi Holdings,
Inc. to reflect the change in our business plan. On July 12, 2001, the Board of
Directors approved a plan to restructure and reorganize the Company's
operations. In accordance with the restructuring and reorganization plan the
Company sold the eNextDirect.com business segment to a related party in exchange
for their accounts receivables and accounts payables. Additionally, the Company
ceased operations of dollars4mail.com and MyQuickInfo.com business segments. The
Company presently does not have any business operations and is seeking other
business opportunities and/or potential merger candidates.

Recent Change of Business

         Until our merger with eNexi, Inc., we were an exploration stage mineral
resource holding company. From inception through 1998, we were inactive, having
been formed to identify private business opportunities that would capitalize on
our status as a public corporation. Commencing in early 1999, we began
operations as an exploration-stage mineral resource holding company operating
through our Mexican subsidiary, International Capri Resources, S.A. de C.V., a
joint venture in which we owned a 60% interest. During 1999, the Mexican
subsidiary conducted initial stage exploration of silver-producing properties in
Zacualpan, Mexico. Because geologic results at the Zacualpan project indicated
concentration of potential mineral deposits less than the amounts expected by
management, we elected to temporarily suspend any further exploration activities
and explore other business opportunities. Toward that end, on March 21, 2000, we
entered into an Agreement and Plan of Merger with eNexi Inc., a company that
provides Internet-related services. Pursuant to the terms of the merger
Agreement, Silver King Acquisition, Inc., a newly formed Delaware corporation
and wholly owned subsidiary of us, merged with and into eNexi. As the surviving
entity of the merger, eNexi is a wholly owned subsidiary of us. Since the
completion of the merger on May 19, 2000, we discontinued all mining operations
in full and sold our interest in the Zacualpan project for the cancellation of
debt in the approximate amount of $107,000.


         Pursuant to the terms of the merger agreement, we acquired 100% of the
outstanding capital stock of eNexi for a purchase price consisting of 6,000,000
newly-issued shares of our series A convertible preferred stock, which
subsequently converted into 6,000,000 shares of our common stock, or
approximately 61% of the outstanding shares of common stock. In addition, as
part of the merger, we agreed to assume existing eNexi warrants which permit the
issuance of 1,000,000 shares of common stock at an exercise price of $2.50 per
warrant. Concurrently with the closing of the merger, we completed the private
placement sale of 2,009,864 shares of series B convertible preferred stock which
subsequently converted into an aggregate 2,009,864 shares of common stock. We
received approximately $5,024,660 of gross proceeds from the offering that was
used to fund our operations.
<PAGE>
         In June 2000, the Company created a wholly-owned subsidiary, Viaduct II
(an Indiana corporation). The Company then sold its VirtuallyFreeInternet.com
subscriber base, database of unserviced affiliates, and its related domain
names, "virtuallyfreeinternet.com" and "vfimail.com" , to Viaduct II, for $1. On
June 28, 2000, the Company entered into an agreement to sell its wholly-owned
subsidiary, Viaduct II, to Galaxy Online, Inc. (a Yukon Territory, Canada
corporation). On July 10, 2000, the Company consummated the sale by exchanging
all of the issued and outstanding common stock of Viaduct II for 342,253 common
shares of Galaxy Online, Inc. The Company immediately received 85,563 common
shares of GalaxyOnline, Inc. with a per-share price of $1.18 for a total market
value of $100,964. The remaining 256,690 common shares of Galaxy Online, Inc.
are being held in escrow until June 28, 2002, unless Galaxy Online, Inc. opts to
give the Company the a minimum $364,500 in cash in lieu of the escrowed shares.
Due to changes in the fair value of the 256,690 common shares of Galaxy Online,
Inc., the Company has reduced the carrying value of the investment to $0 as of
December 31, 2001.

         On July 12, 2001, the Board of Directors approved a plan to restructure
and reorganize the Company's operations including the following:

o        the winding down of the operations of the eNexiDirect.com,
         dollars4mail.com, and MyQuickInfo.com web sites;

o        the disposal of unnecessary fixed assets at the best available current
         market prices;

o        the termination of leases for office space in Dover, NH and Irvine, CA;

o        the reduction of personnel expenses to minimum levels; and

o        the exploration of all opportunities utilizing the Company's remaining
         assets to maximize shareholder value.

         In July of 2001 in accordance with the restructuring and reorganization
plan, the Company sold its eNexiDirect.com segment to a related party in
exchange for their accounts receivable and accounts payable. The Company
recognized a gain $3,506 on the disposal of the business segment for the year
ended December 31, 2001. In addition, the Company has ceased operation of
dollars4mail.com and MyQuickInfo.com.

Potential Business Combination

         The Company will attempt to locate and negotiate with a business entity
for the merger of that target business into the Company. In certain instances, a
target business may wish to become a subsidiary of the Company or may wish to
contribute assets to the Company rather than merge. No assurances can be given
that the Company will be successful in locating or negotiating with any target
business.

         Management believes that there are perceived benefits to being a
reporting company with a class of publicly-traded securities. These are commonly
thought to include (1) the ability to use registered securities to make
acquisition of assets or businesses; (2) increased visibility in the financial
community; (3) the facilitation of borrowing from financial institutions; (4)
improved trading efficiency; (5) shareholder liquidity; (6) greater ease in
subsequently raising capital; (7) compensation of key employees through options
stock; (8) enhanced corporate image; and (9) a presence in the United States
capital market.
<PAGE>
         A business entity, if any, which may be interested in a business
combination with the Company may include (1) a company for which a primary
purpose of becoming public is the use of its securities for the acquisition of
assets or businesses; (2) a company which is unable to find an underwriter of
its securities or is unable to find an underwriter of securities on terms
acceptable to it; (3) a company which wishes to become public with less dilution
of its common stock than would occur normally upon an underwriting; (4) a
company which believes that it will be able to obtain investment capital on more
favorable terms after it has become public; (5) a foreign company which may wish
an initial entry into the United States securities market; (6) a special
situation company, such as a company seeking a public market to satisfy
redemption requirements under a qualified Employee Stock Option Plan; or (7) a
company seeking one or more of the other perceived benefits of becoming a public
company.

         Management will be actively engaged in seeking a qualified company as a
candidate for a business combination. The Company may then enter into a
definitive agreement with a wide variety of businesses without limitation as to
their industry or revenues. It is not possible at this time to predict with
which company, if any, the Company will enter into a definitive agreement or
what will be the industry, operating history, revenues, future prospects or
other characteristics of that company.

         The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

         Management of the Company, which in all likelihood will not be
experienced in matters relating to the business of a target business, will rely
upon its own efforts in accomplishing the business purposes of the Company.
Outside consultants or advisors may be utilized by the Company to assist in the
search for qualified target companies.

         The analysis of new business opportunities will be undertaken by, or
under the supervision of an officer or director of the Company, who is not a
professional business analyst. In analyzing prospective business opportunities,
management may consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors.

         In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is likely that the present management and stockholders of the
Company will no longer be in control of the Company. In addition, it is likely
that the Company's officer and director will, as part of the terms of the
acquisition transaction, resign and be replaced by one or more new officers and
directors.

         While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or 368
of the Internal Revenue Code of 1986, as amended.
<PAGE>
         With respect to any merger or acquisition negotiations with a target
business, management expects to focus on the percentage of the Company which
target business stockholders would acquire in exchange for their shareholdings
in the target business. Depending upon, among other things, the target
business's assets and liabilities, the Company's stockholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. Any merger or acquisition effected
by the Company can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's stockholders at such time.

         No assurances can be given that the Company will be able to enter into
a business combination, as to the terms of a business combination, or as to the
nature of the target business.

Employees

         As of March 29, 2002, we had two part-time employees that are employed
as management. None of our employees are currently covered by collective
bargaining agreements. We believe that relations with our employees are good.


ITEM 2.       DESCRIPTION OF PROPERTY

         We currently do not own or lease any property.

ITEM 3.       LEGAL PROCEEDINGS

         We are not currently involved in any material litigation or legal
proceedings and are not aware of any potentially material litigation or
proceeding threatened against us.


ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of security holders during the
fiscal year covered by this report.


<PAGE>
                                     PART II


ITEM 5.       MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market For Securities

         The Company's common stock is listed for quotation on the OTC
Electronic Bulletin Board under the symbol "ENHI". The market for such shares is
limited and no assurance can be given that a significant trading market for
eNexi's common stock will develop or, if developed, will be sustained.

         The following table sets forth the range of the high and low
closing bid prices of the Company's common stock during each of the calendar
quarters identified below. These bid prices were obtained from the National
Quotation Bureau, Inc. and Nasdaq Trading & Market Services and do not
necessarily reflect actual transactions, retail markups, mark downs or
commissions. The transactions include inter-dealer transactions. The Company's
management believes that the following data is anecdotal and may bear no
relation to the true value of eNexi's common stock or the range of prices that
would prevail in a fluid market, as these quotes are based upon limited public
float and trading in eNexi's common stock.
<TABLE>
<CAPTION>

              2000                               High                  Low
              ----                               ----                  ----

<S>           <C>                                <C>                   <C>
              1st Quarter                        $2.25                 $0.01
              2nd Quarter                        $1.00                 $0.04
              3rd Quarter                        $5.50                 $4.50
              4th Quarter                        $5.00                 $0.1875

              2001                               High                  Low
              ----                               ----                  ----

              1st Quarter                        $1.00                 $0.28
              2nd Quarter                        $0.34                 $0.20
              3rd Quarter                        $0.20                 $0.05
              4th Quarter                        $0.15                 $0.09

              2002                               High                  Low
              ----                               ----                  ----

          1st Quarter                            $0.11                 $0.09

</TABLE>

         * No bids reported


         The last reported sales price of the Common Stock was $0.10 as
reported on the OTC Bulletin Board on March 21, 2002. Management calculates that
the approximate number of holders of the Company's common stock was 105 as of
December 31, 2001.

         The Company currently has no intention of paying any dividend on its
common stock in the future. There are no restrictions that limit the ability of
the Company to pay dividends.
<PAGE>
Recent Sale of Unregistered Securities

         The Company did not have any sales of unregistered securities during
2001.


ITEM 6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The statements contained in this Report that are not historical are
forward-looking statements, including statements regarding the Company's
expectations, intentions, beliefs or strategies regarding the future. Forward-
looking statements include the Company's statements regarding liquidity,
anticipated cash needs and availability and anticipated expense levels. All
forward-looking statements included in this Report are based on information
available to the Company on the date hereof, and the Company assumes no
obligation to update any such forward-looking statement. It is important to note
that the Company's actual results could differ materially from those in such
forward-looking statements. Additionally, the following discussion and analysis
should be read in conjunction with the Financial Statements and notes thereto
appearing elsewhere in this Report.

Overview

         eNexi Holdings, Inc. is an Internet related company that creates
company-owned direct response and content delivery web sites. Three web sites,
dollars4mail.com, eNexidirect.com, MyQuickInfo.com, terminated operations during
July, 2001.

         Dollars4mail.com provided site subscribers with an opportunity to earn
money while using their free web-based email account, shopping on any one of the
400 affiliated shopping sites, or playing casino and action games. Subscribers
could also earn money by signing up for other online programs or for online
sweepstakes that were affiliated with the site.

         ENexi generated revenue through Dollars4mail.com by providing Internet
advertisers with a targeted audience for opt-in emails and banner ads. Revenues
are shared with those subscribers who utilized some or all of the services
offered on its website. A portion of the revenue generated by Dollars4mail.com
were also shared with subscribers for other web site users they referred to the
site.

         ENexiDirect.com provided Internet-based opt-in e-mail direct marketing
services that enabled direct marketers to target promotional campaigns to
preselected consumers who had given them their permission to receive email
messages. Through eNexiDirect.com, the Company charged direct marketers a fee
each time it sends marketing materials on their behalf to an email address
selected from the Company's and/or participating third party databases. The
Company paid a percentage of that fee to the participating third party database
owner each time an email address they own was used for a particular email
marketing campaign.

         The Company's Myquickinfo.com Web site has suspended indefinitely the
publication of its daily and weekly newsletters due to lack of advertising
support. It is unlikely that advertising support will develop at levels required
for resumption of the publication within the foreseeable future.

         As described in the restructuring and termination of Company operations
discussion, the Company has taken steps to wind down its eNexiDirect.com,
MyQuickInfo.com, and dollars4mail.com web sites.
<PAGE>
         The total number of subscribers to our web sites decreased from
approximately 471,000 subscribers at December 31, 2000 to 0 at December 31,
2001.

         eNexi Holdings, Inc. is the surviving entity of a merger that occurred
on May 19, 2000, pursuant to which eNexi Inc. merged with and into Silver King
Resources, Inc. Pursuant to the terms of the merger agreement, eNexi Holdings,
Inc. acquired 100% of the outstanding capital stock of eNexi Inc. for a purchase
price consisting of 6,000,000 newly-issued shares of eNexi Holdings, Inc. series
A convertible preferred stock, which converted into 6,000,000 shares of eNexi
Holdings, Inc. common stock, or approximately 61% of the outstanding shares of
common stock. In addition, as part of the merger, eNexi Holdings, Inc. agreed to
assume the existing eNexi, Inc. warrants, which permit the issuance of 1,000,000
shares of common stock at an exercise price of $2.50 per warrant. In conjunction
with the merger closing, a private placement offering was completed for
2,009,864 newly issued shares of series B convertible preferred stock, and the
shares converted into an aggregate 2,009,864 shares of common stock. The series
B shares were sold at a price of $2.50 per share to accredited investors and
raised gross proceeds of $5,024,660. The proceeds of the offering will be used
to fund future operations.

Results of Operations for the years ended December 31, 2000 and 2001

         Revenues: During the period, Company revenues were derived from its web
site operations. Gross revenues were $488,971 and $600,156 for the years ended
December 31, 2000 and 2001, respectively. Of these amounts, $120,751 and
$600,156 were included in loss operations of a disposed business segment for the
years ended December 31, 2000 and 2001, respectively. The Company incurred a
loss of $(2,101,511) and $(675,616) for the years ended December 31, 2000 and
2001, respectively.

         Cost of sales: Cost of sales consist of the expense associated with
renting subscriber lists for its direct "email services" through
eNexiDirect.com. The Company incurred gross cost of sales of $189,204 and
$251,623 for the years ended December 31, 2000 and 2001, respectively.

         Sales and marketing: Sales and marketing expenses consist of the cost
of Internet advertisements purchased to attract new subscribers to the Company's
web sites, and new market penetration costs. Total marketing costs for the years
ended December 31, 2000 and 2001, were $600,009 and $9,633 respectively. Of
these amounts, $149,914 and $9,633 were included in loss operations of a
disposed business segment for the years ended December 31, 2000 and 2001,
respectively.

         Administrative: During the year ended December 31, 2000, administrative
costs were $1,944,266. Of this total labor costs were $1,104,113 and consulting
costs were $114,041. Administrative costs for the year ended December 31, 2001,
were $963,338. Of this total, labor costs were $623,390 and consulting costs
were $14,051

         Interest: Interest expense for the year ended December 31, 2000 and
2001, was $13,842 and $0, respectively, and was derived from notes due to
related parties. Of these amounts, $3,771 and $0 were included in loss
operations of a disposed business segment for the years ended December 31, 2000
and 2001, respectively.

Restructuring Plan

         On July 12, 2001, the Board of Directors approved a plan to restructure
and reorganize the Company's operations. The plan would involve: a) the winding
down of the operations of the eNexiDirect.com, dollars4mail.com, and
MyQuickInfo.com web sites, b) the disposal of unnecessary fixed assets at the
best available current market prices, c) the termination of leases for office
space in Dover, NH and Irvine, CA, d) the reduction of personnel expenses to
minimum levels, and e) the exploration of all opportunities utilizing the
Company's remaining assets to maximize shareholder value.
<PAGE>
         Discontinued Operations. On July 17, 2000, the Company sold its
virtuallyfreeinternet.com division for shares of common stock. The company
recognized a gain of $280,464, net of tax. The company received $100,964 in
freely trading stock and was to receive 256,690 freely trading stock or $364,500
in cash at the discretion of the purchaser of virtuallyfreeinternet.com. The
purchaser's stock price has since declined and a valuation allowance of $320,863
and $43,637 was written against the investment for the years ended December 31,
2000 and 2001, respectively.

         In July of 2001, the Company sold its eNexiDirect.com segment to a
related party. The Company agreed to transfer the business segment in exchange
for the accounts receivable and accounts payable. The Company recognized a gain
on $3,506 for the year ended December 31, 2001.

Liquidity and Capital Resources

         As of December 31, 2001, the Company had cash and cash equivalents of
$2,818,735 and net accounts receivable of $0. The decrease in net accounts
receivable from $29,595 at December 31, 2000, relates to the sale of
eNexiDirect.com web site to a related party as described above and the lack of
operations.


ITEM 7.       FINANCIAL STATEMENTS

         All financial information required by this Item is attached hereto
beginning on Page F-1.



ITEM 8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
              FINANCIAL DISCLOSURE

         None.


ITEM 9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
              COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Executive Officers

         The directors and executive officers of the Company as of March 29,
2002 are as follows:
<TABLE>
<CAPTION>

                 Name                        Age      Position

<S>                                          <C>      <C>
         Larry Mayle                         59       Co-Chairman, Chief Executive Officer, Chief Financial
                                                      Officer

         Dr. Roger LeRoy Miller              58       Co-Chairman, President
</TABLE>
<PAGE>
         Set forth below is a brief background of the executive officers and
directors of the Company, based on information supplied by them.

         Larry Mayle co-founded eNexi and has served as its Co-Chairman and
Chief Executive Officer since its formation in May 1999. In August of 2000, Mr.
Mayle was appointed Chief Financial Officer of eNexi. During the five years
prior to co-founding eNexi, Mr. Mayle owned and managed Rally Chevrolet and
other General Motors' dealerships in Southern California, where he developed
automated management systems for the operation of his dealerships. Mr. Mayle
holds a Bachelor of Science degree from the University of Southern California.

         Dr. Roger LeRoy Miller co-founded eNexi and has served as its Co-Chair-
man and President since its formation in May 1999. During the five years prior
to founding eNexi, Dr. Miller owned and managed Unicor, Inc., a Florida
corporation that provides manuscripts and marketing materials for college
textbooks in economics, business law and political science. Through Unicor, Dr.
Miller developed interactive CD-ROM and Web-based educational systems for
several publishers, including HarperCollins, West and McGraw-Hill. Dr. Miller
holds a Ph.D. in economics and business from the University of Chicago and a
Bachelor of Arts degree in economics from the University of California at
Berkeley.

         Messrs. Mayle and Miller were appointed as our Directors on May 19,
2000.

         Our Directors hold office until the next annual meeting of our
stockholders and until their successors have been elected and duly qualified.
Executive officers are elected by the Board of Directors annually and serve at
the discretion of the Board.

Compensation of Directors

         Directors will receive no salary for their services and no fee for
their participation in meetings, although all Directors are reimbursed for
reasonable travel and other out-of-pocket expenses incurred in attending
meetings of the Board.


Section 16(a) Beneficial Ownership Reporting Compliance

         Based solely upon a review of Forms 3, 4 and 5, and amendments thereto,
furnished to the Company during fiscal year 2001, the Company is not aware of
any director, officer or beneficial owner of more than ten percent of the
Company's Common Stock that, during fiscal year 2001, failed to file on a timely
basis reports required by Section 16(a) of the Securities Exchange Act of 1934.
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION

         The following table sets forth certain summary information with respect
to the compensation paid to certain Officers for services rendered in all
capacities to the Company for the fiscal period ended December 31, 2001:
<TABLE>
<CAPTION>


                                                                                                      Long Term
                                                                                                     Compensation
                                                                                                       Awards/
                                                                                                      Securities
                                                                   Annual          All Other          Underlying
Name and Principal Position              Year     Salary ($)        Bonus         Compensation        Options(#)
<S>                                      <C>         <C>             <C>                <C>             <C>
Larry Mayle
   Chief Executive Officer,
   Chief Financial Officer &
   Co-Chairman                           2001        $127,500               --                --                  --
                                         2000        $110,625               --                --                  --
                                         1999              --               --                --                  --
Roger Miller                             2001              --               --                --                  --
   President, Co-Chairman
                                         2000              --               --       $10,000 (1)                  --
                                         1998              --               --                --                  --
</TABLE>

----------------

(1) Represents a $10,000 payment for services rendered paid to Unicor Inc.,
    a consulting company beneficially owned by Mr. Miller.


Employment Arrangements

         On May 19, 2000, we entered into one year employment agreements with
Messrs. Mayle and Miller providing annual salaries of $180,000 and $120,000
respectively, and other customary benefits and provisions. Payments on both of
these agreements have been suspended as of September 15, 2001.


Option Grants

         No option grants were made to the named Executive Officers during
fiscal year ended December 31, 2001. No option exercises were made by the named
Executive Officers during fiscal year ended December 31, 2001, and no executive
officer held unexercised options as of that date.


Employee Stock Option Plan

         Our Board of Directors adopted the 2000 Employee Stock Option Plan.
Under the 2000 plan, 1,500,000 shares of common stock have been authorized for
issuance as Incentive Stock Options or Non-Incentive Stock Options. The 2000
plan anticipates qualifying under Section 423 of the Internal Revenue Code of
1986, as an "employee stock purchase plan." Under the 2000 plan, options may be
granted to our key employees, officers, directors or consultants.
<PAGE>
         The purchase price of the common stock subject to each Incentive Stock
Option shall not be less than the fair market value (as determined in the 2000
Plan), or in the case of the grant of an Incentive Stock Option to a principal
stockholder, not less that 110% of fair market value of such common stock at the
time such option is granted. The purchase price of the common stock subject to
each Non-Incentive Stock Option shall be determined at the time such option is
granted, but in no case less than 85% of the fair market value of such shares of
common stock at the time such option is granted.

         The 2000 plan shall terminate 10 years from the earlier of the date of
its adoption by the Board of Directors or the date on which the 2000 plan is
approved by the affirmative vote of the holders of a majority of the outstanding
shares of our capital stock entitled to vote thereon, and no option shall be
granted after termination of the 2000 plan. Subject to certain restrictions, the
2000 plan may at any time be terminated and from time to time be modified or
amended by the affirmative vote of the holders of a majority of the outstanding
shares of our capital stock present, or represented, and entitled to vote at a
meeting duly held in accordance with the applicable laws of the State of
Delaware.

<PAGE>
ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding the
beneficial ownership of our common stock as of December 31, 2001, as adjusted to
reflect the stock split and simultaneous conversion of the series A and series B
preferred stock, by

o        each person who, to our knowledge, beneficially owns more than 5% of
         the our common stock;

o        each of our directors; and

o        all of our executive officers and directors as a group:
<TABLE>
<CAPTION>

                                                                  Amount of
                     Name and Address of                         Beneficial             Percentage of Beneficial
                       Beneficial Owner                           Ownership                     Ownership

<S>                                                                     <C>                  <C>
        Larry Mayle                                                 2,757,707                25.7%
        c/o eNexi Inc.
        39012 Carriage Way
        Palmdale, CA  93551

        Dr. Roger LeRoy Miller                                      1,880,571                17.5%
        c/o eNexi Inc.
        39012 Carriage Way
        Palmdale, CA  93551

        Haywood Securities, Inc.                                    1,080,000                10.0%
        400 Burrard Street
        Vancouver, BC
        Canada V6C 3A6

        Trinity Pacific Investments, Inc.                             546,000                 5.1%
         (Beneficially owned by United Nations
        International Children's Emergency Fund
        (UNICEF) and International Committee of the
        Red Cross, Geneva, Switzerland)


        All Directors and Executive Officers as a                   4,638,278                43.2%
        Group (2 persons)
</TABLE>
----------------------
o        Less than 1%.

         The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in the rules
and regulations promulgated under the Securities Exchange Act of 1934.
Beneficially owned securities may include securities owned by and for, among
others, the spouse and/or minor children of an individual and any other relative
who has the same home as such individual. Beneficially owned securities may also
include other securities as to which the individual has or shares voting or
investment power or which such person has the right to acquire within 60 days
pursuant to the conversion of convertible equity, exercise of options, or
otherwise. Beneficial ownership may be disclaimed as to certain of the
securities.
<PAGE>
         The foregoing table is based upon 10,732,864 shares of common stock
outstanding as of December 31, 2001, assuming no other changes in the beneficial
ownership of the our securities, except the issuance of 1,000,000 shares of
common stock pursuant to the exercise of outstanding warrants.

         The shares attributed to Mr. Mayle includes 24,072 shares owned by Mr.
Mayle's wife.  Mr. Mayle disclaims beneficial ownership of such shares.

         Of the shares attributed to Haywood Securities, Inc., 1,000,000 are
issuable upon exercise of presently exercisable warrants. Messrs. John Tognetti
and Ladner Rose collectively own approximately 44% of the outstanding securities
of Haywood Securities, Inc. In addition Mr. Tognetti is the president and chief
executive officer of Haywood Securities, Inc. As a result of the foregoing,
Messrs. Tognetti and Rose may be considered control persons of Haywood
Securities, Inc.


Restrictions Upon Resale

         Pursuant to the Agreement by and among Silver King Resources, Inc.,
Silver King Acquisition, Inc., eNexi, Inc., and Principal Stockholders of eNexi,
Inc. and in addition to any prohibition on transfers or sales under applicable
federal or state securities laws, Larry Mayle and Roger Miller had agreed not to
sell, transfer, encumber or otherwise dispose of (i) 3,000,000 shares of series
A preferred stock; or (ii) the shares of common stock issuable upon the
conversion of such shares, during the period commencing on May 19, 2000, and
ending on the earlier to occur of (x) the date on which we have at least 500,000
subscribers in our online communities or (y) August 2002. As of January 6, 2001,
the Company achieved this subscriber base as required to satisfy the Agreement.
Accordingly these restrictions on transfer no longer exist.


Voting Arrangements

         Pursuant to the Agreement by and among Silver King Resources, Inc.,
Silver King Acquisition, Inc., eNexi, Inc., and Principal Stockholders of eNexi,
Inc., the Company was required to attain 500,000 current and compliant
subscribers for its online communities prior to March 21, 2002, or tender a
voting proxy with respect to 3,000,000 shares of common stock to Haywood
Securities for a period of time. As of January 6, 2001, the Company achieved
this subscriber base as required to satisfy the Agreement. Accordingly this
voting arrangement is no longer at issue.
<PAGE>
ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


         On August 31, 1999, the demand loans set forth in the following table
were made to eNexi. Such loan were repaid, with 6% interest, on July 24, 2000:
<TABLE>
<CAPTION>

         Lender                                                        Loan Amount               Amount Repaid
         ---------------------------------------------------------------- --------------------    ------------------
<S>                                                                       <C>                     <C>
         Rally Automotive Group, of which Larry A. Mayle is President     $220,431                $232,612

         Unicor, Inc., of which Dr. Roger L. Miller is President          $128,000                $135,073

         Larry A. Mayle                                                   $ 18,839                 $19,880

         Dr. Roger L. Miller                                              $ 27,614                 $29,139
         ----------------------------------------------------------------
</TABLE>


         In March 2000, Howard Appel, a stockholder, loaned us an aggregate of
$107,000 for working capital on an unsecured basis, with interest payable at 8%
per year.

         In July 2000, we agreed to exchange our 60% interest in International
Capri Resources, SA de CV, an investment which had a carrying value of $0 on our
books, for $107,000, which was borrowed on a short-term basis from a former
shareholder. The transaction resulted in a gain of $107,000.



Item 13.       Exhibits, List and Reports on Form 8-K

(a)      Exhibits

The following Exhibits are filed as part of this Report:
<TABLE>
<CAPTION>

Exhibit No.       Exhibit

<S>               <C>
2.1               Agreement and Plan of Merger, dated as of June 23, 1999, between Silver King Resources   (Delaware), Inc. and
                  Silver King Resources, Inc. (1)

2.2               Agreement and Plan of Merger dated as of March 21, 2000, between Silver King Resources, Inc. and eNexi, Inc. (2)

2.3               Share Exchange Agreement by and among Galaxy Online, Inc., eNexi, Inc., and Viaduct II, Inc., dated June 28, 2000.
                  (6)

2.4               Contract for Sale of Assets, between eNexi, Inc., and Viaduct II, Inc., dated June 28, 2000. (6)

3.1               Certificate of Incorporation, as amended (1)

3.2               Bylaws (1)
<PAGE>
3.3               Certificate of Merger between Silver King Resources  (Delaware), Inc. and Silver King  Resources, Inc. (1)

3.4               Certificate of Merger between Silver King Resources  (Delaware), Inc. and eNexi, Inc. (2)

5.1               Opinion of Sichenzia, Ross & Friedman LLP (5)

10.1              Employment Agreement between Silver King Resources, Inc. and Larry Mayle (4)

10.2              Employment Consulting Agreement between Silver King Resources, Inc. and Unicor, Inc. (4)

10.3              2000 Employee Stock Option Plan (4)

10.4              Agreement and Plan of Merger dated March 21, 2000 by among Silver King Resources, Inc., Silver King Acquisition,
                  Inc. eNexi Inc. and the Principal Stockholders of eNexi Inc. (3)

10.5              Share Exchange Agreement by and among Galaxy Online, Inc., eNexi, Inc., and Viaduct II, Inc., dated June 28, 2000.
                  (6)

21.1              Subsidiaries of the Registrant (4)

23.1              Consent of Mendoza, Berger & Company

-------------------------------------
</TABLE>

     1.  Incorporated by reference from the  Registrant's  Form 10-SB,  filed on
         July 8, 1999.

     2.  Incorporated by reference to the Registrant's Form 8-K filed on May 24,
         2000.

     3.  Incorporated by reference to the Registrant's  Form 10-KSB for the year
         ended December 31, 1999.

     4.  Incorporated by reference to the Registrants  Form SB-2,  filed on June
         16, 2000.

     5.  Incorporated by reference to the Registrants Form SB-2, filed on August
         22, 2000.

     6.  Incorporated by reference to the Registrant's Form 8-K filed on July
         25, 2000.


(b)      Reports on Form 8-K

         On May 24, 2000, the Company filed a Current Report on Form 8-K
disclosing a change in control of the registrant via Board of Director approval
and adoption of the Agreement by and among Silver King, Silver King Acquisition,
Inc., eNexi, Inc. and the Principal Stockholders of eNexi Inc.

         On July 17, 2000, the Company filed an amendment to its Current Report
on Form 8-K filed on May 24, 2000 to further clarify the terms of the change in
control disclosed therein and to incorporate by reference the financial
Statements of Silver King and pro forma financial information of Silver King and
eNexi Inc., which were filed with the Company's Form SB-2 filed on June 16,
2000.
<PAGE>
         On July 25, 2000, the Company filed a Current Report on Form 8-K
disclosing a disposition of assets, specifically the approval and adoption of
the Share Exchange Agreement, dated June 28, 2000, by and among Galaxy Online,
Inc., eNexi, Inc. and Viaduct II, Inc., a wholly-owned subsidiary of Silver King
formed for the disposition of eNexi's Internet-access-related assets.

         On September 5, 2000, the Company filed a Current Report on Form 8-K
disclosing a change in certifying accountant, specifically the change from use
of Cogen Sklar LLP, the principal independent auditor of Silver King prior to
its merger with eNexi, Inc., to Mendoza, Berger and Company LLC, the principal
independent auditor of eNexi, Inc. prior to the merger.

         The Company has not filed any reports on Form 8-K during the last
quarter of the period covered by this report.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements of filing on Form 10-KSB, and has duly caused this Form
10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized
on the 29th day of March, 2002.

                                                            ENEXI HOLDINGS, INC.


                                        By: /s/ Larry Mayle
                                                --------------------------------
                                                Larry Mayle
                                                Co-Chairman of the Board,
                                                Chief Executive Officer,
                                                and Chief Financial Officer


                                        By: /s/ Roger Miller
                                                --------------------------------
                                                Roger Miller
                                                Co-Chairman of the Board and
                                                President




<PAGE>
                              eNexi HOLDINGS, INC.

                          INDEPENDENT AUDITORS' REPORT
                            AND FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                           DECEMBER 31, 2001 AND 2000


<PAGE>



                                    CONTENTS



<TABLE>
<CAPTION>

<S>                                                                                                               <C>
Independent Auditors' Report..................................................................................F - 1


Consolidated Balance Sheets...................................................................................F - 2


Consolidated Statements of Income and Expense.................................................................F - 4


Consolidated Statement of Stockholders' Equity................................................................F - 6


Consolidated Statements of Cash Flows.........................................................................F - 7


Notes to Financial Statements.................................................................................F - 9

</TABLE>


<PAGE>











                          Independent Auditors' Report


To the Board of Directors and Stockholders
of eNexi Holdings, Inc.

We have audited the accompanying consolidated balance sheets of eNexi Holdings,
Inc. (formerly known as Silver King Resources, Inc. and eNexi, Inc.) (a Delaware
corporation) and subsidiary as of December 31, 2000 and 2001, and the related
consolidated statements of income and expense, stockholders' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of eNexi
Holdings, Inc. and subsidiary as of December 31, 2000 and 2001, and the results
of their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States of America.

Mendoza Berger & Company, LLP



Irvine, California
March 14, 2002











<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                     ASSETS


                                                                                    December 31,  December 31,
                                                                                        2000         2001
                                                                                     ----------   ----------
Current assets:
<S>                                                                                  <C>          <C>
    Cash and cash equivalents ....................................................   $3,194,964   $2,818,735
    Accounts receivable, net of allowance of $42,838
       at December 31, 2000 ......................................................       29,595         --
    Other receivable, net of allowance of $23,480
       at December 31, 2000 (Note 4) .............................................         --           --
    Prepaid expenses .............................................................        4,428         --
    Other current assets .........................................................        1,629         --
                                                                                     ----------   ----------

     Total current assets ........................................................    3,230,616    2,818,735
                                                                                     ----------   ----------

Property and equipment - net  (Notes 2 and 5) ....................................      270,617         --
                                                                                     ----------   ----------

Other assets:
    Deposits .....................................................................       30,255         --
    Other investment - restricted (at net realizable value)
        (Note 3) .................................................................       43,637         --
                                                                                     ----------   ----------

     Total assets ................................................................   $3,575,125   $2,818,735
                                                                                     ==========   ==========

</TABLE>


                                      F-2

    The accompanying notes are an integral part of these financial statements

<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                           DECEMBER 31, 2000 AND 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                      LIABILITIES AND STOCKHOLDERS' EQUITY



                                                                                    December 31,    December 31,
                                                                                        2000           2001
                                                                                     -----------    -----------
Current liabilities:
<S>                                                                                  <C>            <C>
    Accounts payable .............................................................   $    80,119    $     3,045
    Other current liabilities ....................................................         3,700           --
                                                                                     -----------    -----------

     Total current liabilities ...................................................        83,819          3,045
                                                                                     -----------    -----------


Commitments and contingencies (Note 8) ...........................................          --             --

Stockholders' equity: (Notes 3 and 7)
    Preferred Stock:
       Preferred Stock, $0.0001 par value, 6,000,000 shares
           authorized;  no shares issued and outstanding at
           December  31, 2000 and 2001, respectively .............................          --             --
       Convertible Series A, $0.0001 par value, 6,000,000
          shares authorized; no shares issued and outstanding at
           December 31, 2000 and 2001, respectively ..............................          --             --
       Convertible Series B, $0.0001 par value, 3,000,000
          shares  authorized; no shares issued and outstanding at
           December 31, 2000 and 2001, respectively ..............................          --             --
    Common Stock:
       $0.0001 par value, 50,000,000 shares authorized; 9,732,864 shares issued
         and outstanding at December 31, 2000 and 2001, respectively
    Additional paid-in capital ...................................................           974            974
    Warrants outstanding .........................................................     7,073,386      7,073,386
    Accumulated deficit ..........................................................        14,000         14,000
                                                                                      (3,597,054)    (4,272,670)
                                                                                     -----------    -----------

     Total stockholders' equity ..................................................     3,491,306      2,815,690
                                                                                     -----------    -----------

     Total liabilities and stockholders' equity ..................................   $ 3,575,125    $ 2,818,735
                                                                                     ===========    ===========


</TABLE>

                                      F-3

    The accompanying notes are an integral part of these financial statements
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                  CONSOLIDATED STATEMENTS OF INCOME AND EXPENSE
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>



                                                                  December 31,  December 31,
                                                                     2000           2001
                                                                 -----------    -----------

<S>                                                              <C>            <C>
Net revenues .................................................   $   368,226    $      --
                                                                 -----------    -----------
Operating costs and expense:
    Cost of recurring revenues ...............................       113,965           --
    Sales and marketing ......................................       450,095           --
    General and administrative ...............................     1,623,403           --
    Depreciation .............................................        48,460           --
    Organization costs (Note 3) ..............................        99,416           --
    Write-down of other investment (Note 2) ..................       320,863         43,637
                                                                 -----------    -----------
      Total operating costs and expenses .....................     2,656,202         43,637
                                                                 -----------    -----------
Loss from operations .........................................    (2,287,976)       (43,637)

Other income (expense)
    Interest expense .........................................       (10,071)          --
    Interest income ..........................................       133,126        111,535
    Loss on sale of property and equipment ...................          --         (193,387)
    Gain from disposal of investment interest (Note 6) .......       107,000           --
    Other income (expense) - net .............................        (5,007)          --
                                                                 -----------    -----------
Loss from continuing operations before income
   tax benefit ...............................................    (2,062,928)      (125,489)
                                                                 -----------    -----------
Income tax benefit (Note 9) ..................................       185,000           --
                                                                 -----------    -----------
Loss from continuing operations ..............................    (1,877,928)      (125,489)

Discontinued operations:
    Loss from operations of disposed business segment (Note 3)      (504,047)      (553,633)
    Gain on disposal of business segment, net of tax (Note 3)        280,464          3,506
                                                                 -----------    -----------
      Net loss ...............................................   $(2,101,511)   $  (675,616)
                                                                 ===========    ===========
</TABLE>

                                      F-4

    The accompanying notes are an integral part of these financial statements
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
            CONSOLIDATED STATEMENTS OF INCOME AND EXPENSE (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>



                                                      December 31,     December 30,
                                                          2000             2001
                                                     -------------    -------------
Net loss per share (Note 2):
<S>                                                  <C>              <C>
    Loss from continuing operations per share ....   $       (0.34)   $       (0.01)
    Loss from operations of disposed business
       segment per share .........................           (0.09)           (0.06)
    Gain on disposal of business segment per share            0.05          --
                                                     -------------    -------------
    Net loss per share ...........................   $       (0.38)   $       (0.07)
                                                     =============    =============

Weighted average shares outstanding ..............       5,533,641        9,732,864
                                                     =============    =============

</TABLE>
                                      F-5

    The accompanying notes are an integral part of these financial statements
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001
<TABLE>
<CAPTION>

                                 Series A Convertible         Series B Convertible
                                   Preferred Stock              Preferred Stock                 Common Stock
                               -------------------------    -------------------------    ----------------------------

                                      Number          Par           Number         Par          Number           Par
                                    of Shares        Value        of Shares       Value        of Shares         Value

                                  ------------     ---------    ------------    ---------     -----------    -------------

<S>                               <C>            <C>             <C>            <C>             <C>          <C>
Balance, December 31, 1999 ....          --      $      --             --      $      --        1,048,868    $    10,489

Purchase of stock for cash
   (Note 7) ...................          --             --             --             --           (2,000)           (20)

Shares issued for common
   stock (Note 3) .............     6,000,000            600           --             --       43,075,000          4,308

Adjusting entries to reflect ..
   reverse acquisition (Note 3)          --             --             --             --          (10,469)      (863,893)

Issuance of Series B
Preferred .....................          --             --        2,009,864            201     (1,046,868)          --
   Stock for cash  (Note 3)

1-for-25 reverse stock split ..          --             --             --             --             --           (4,135)
   (Note 7)

Issuance of common stock
for conversion of Series A ....
and Series B Preferred Stock
  (Note 3) ....................    (6,000,000)          (600)    (2,009,864)          (201)     8,009,864            801

Net loss ......................          --             --             --             --             --             --
                                  -----------    -----------    -----------    -----------    -----------    -----------

Balance, December 31, 2000 -
   consolidated ...............          --             --             --             --        9,732,864            974

Net loss ......................          --             --             --             --             --             --
                                  -----------    -----------    -----------    -----------    -----------    -----------

Balance, December 31, 2001-
   consolidated ...............          --      $      --             --      $      --        9,732,864    $       974
                                  ===========    ===========    ===========    ===========    ===========    ===========

</TABLE>
<PAGE>
(continued)
<TABLE>
<CAPTION>

                                                                 Retained          Total
                                    Additional     Warrants      Earnings      Stockholders'
                                 Paid-in-Capital Outstanding    (Deficit)          Equity
<S>               <C> <C>         <C>            <C>            <C>            <C>
Balance, December 31, 1999 ....   $ 2,435,031    $      --      $(1,495,543)   $   949,977

Purchase of stock for cash
   (Note 7) ...................       (19,980)          --             --          (20,000)

Shares issued for common
   stock (Note 3) .............       813,843         14,000       (873,762)       (41,011)

Adjusting entries to reflect ..
   reverse acquisition (Note 3)      (863,893)          --          873,762           (600)

Issuance of Series B
Preferred .....................     4,704,250           --             --        4,704,451
   Stock for cash  (Note 3)

1-for-25 reverse stock split ..         4,135           --             --             --
   (Note 7)

Issuance of common stock
for conversion of Series A
and Series B Preferred Stock
  (Note 3) ....................          --             --             --             --

Net loss ......................          --             --       (2,101,511)    (2,101,511)
                                  -----------    -----------    ------------    -----------

Balance, December 31, 2000 -
   consolidated ...............     7,073,386         14,000     (3,597,054)     3,491,306

Net loss ......................          --             --         (675,616)      (675,616)
                                  -----------    -----------    ------------    -----------

Balance, December 31, 2001-
   consolidated ...............   $ 7,073,386    $    14,000    $(4,272,670)   $ 2,815,690
                                  ===========    ===========    ============    ===========

</TABLE>

                                       F-6

    The accompanying notes are an integral part of these financial statements


<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                                                                                 December 31,    December 31,
                                                                                     2000           2001
                                                                                  -----------    -----------

    Cash flows provided by operating activities:
<S>                                                                               <C>            <C>
  Net loss ....................................................................   $(2,101,511)   $  (675,616)
                                                                                  -----------    -----------
Adjustment to reconcile net loss to cash used by operations:
  Provision for uncollectable accounts ........................................        66,318        (42,838)
  Depreciation ................................................................        59,794         41,649
  Write down of other investment ..............................................       320,863         43,637
  Organization costs ..........................................................        99,416           --
  Loss from sale of property and equipment ....................................          --          193,387
  Gain from disposal of discontinued operations ...............................      (465,464)          --
  Gain from disposal of investment interest ...................................      (107,000)          --
  Other .......................................................................        10,111           --
Changes in assets and liabilities:
  Accounts receivable .........................................................       (71,098)        72,433
  Prepaid expenses ............................................................        (4,428)         4,428
  Other current assets ........................................................        13,909          1,629
  Deposits ....................................................................        22,274         30,255
  Accounts payable ............................................................       (48,175)       (77,073)
  Accrued liabilities .........................................................        (7,979)          --
  Other current liabilities ...................................................         3,700         (3,700)
                                                                                  -----------    -----------

    Total adjustments .........................................................      (107,759)       263,807
                                                                                  -----------    -----------

    Net cash used by operations ...............................................    (2,209,270)      (411,809)
                                                                                  -----------    -----------

Cash flows used by investing activities:
  Other receivable from sale of property and equipment ........................       (23,480)          --
  Purchase of property and equipment ..........................................      (162,826)          --
  Proceeds from sale of property and equipment ................................          --           35,580
  Other investment ............................................................      (364,500)          --
  Proceeds from sale of discontinued operations ...............................       465,464           --
  Securities received for discontinued operations .............................      (100,964)          --
  Proceeds from sale of securities ............................................       104,298           --
                                                                                  -----------    -----------

    Net cash provided (used) by investing activities ..........................       (82,008)        35,580
                                                                                  -----------    -----------

Cash flows provided by financing activities:
  Payoff of notes payable .....................................................      (394,884)          --
  Purchase of treasury stock ..................................................       (20,000)          --
  Issuance of common stock ....................................................     4,704,451           --
                                                                                  -----------    -----------

    Net cash provided by financing activities .................................     4,289,567           --
                                                                                  -----------    -----------

    Net increase (decrease) in cash and cash equivalents ......................     1,998,289       (376,229)

Cash and cash equivalents, beginning of period ................................     1,196,675      3,194,964
                                                                                  -----------    -----------

Cash and cash equivalents, end of period ......................................   $ 3,194,964    $ 2,818,735
                                                                                  ===========    ===========
</TABLE>
                                       F-7

    The accompanying notes are an integral part of these financial statements

<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                      STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 2001
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                                   December 31, 2000            December 31, 2001
                                                                               --------------------------    -----------------------
<S>                                                                             <C>                          <C>
    Supplemental disclosures of cash flow information:

       Cash paid during the year for:
          Interest expense                                                      $                13,842      $                  -
                                                                               ==========================    =======================

    Supplemental schedule of noncash operating, investing
       and financing activities:

       Issuance of stock for net assets acquired                                $               104,687      $                  -
                                                                               ==========================    =======================
</TABLE>

                                       F-8

    The accompanying notes are an integral part of these financial statements

<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

1.       NATURE OF BUSINESS AND ORGANIZATION

         eNexi  Holdings,  Inc.  (formerly known as Silver King Resources,
         Inc. and eNexi,  Inc.) (the Company) was  incorporated  in Delaware in
         May  1999.  It  has  an  Internet  company   subsidiary  that  creates
         company-owned  direct  response  and content  delivery  web sites with
         dollars4mail.com  and  eNexiDirect.com  as its currently  operated web
         sites.

         Its dollars4mail.com web site provided free email accounts through its
         web-based email system. Prior to the sale of its
         VirtuallyFreeInternet.com site in July 2000 (Note 3), it had also
         provided free email accounts through its web-based email system.
         Advertisers paid the Company, which in turn, shared its advertising
         revenue with its dollars4mail subscribers, who received cash
         compensation for actions taken on the dollars4mail system and for
         visits they and their referrals made to the web sites of advertisers on
         the system.

         As discussed in Note 3, the Company ceased operation of dollars4.com in
         July of 2001.

         The Company's eNexiDirect web site provided Internet-based opt-in email
         direct marketing services that enabled direct marketers to target
         promotional campaigns to consumers who had given their permission to
         receive email messages. Through eNexiDirect.com, the Company charged
         direct marketers a fee each time the Company sent marketing materials
         on their behalf to an email address selected from the Company's and/or
         a participating third party's database. The Company paid a percentage
         of that fee to the participating third-party database owner sites each
         time an email address they owned was used for a particular email
         marketing campaign.

         As discussed in Note 3, the Company sold its eNexiDirect.com business
         segment to a related party in July of 2001.

         The Company's MyQuickInfo.com web site has indefinitely suspended the
         publication of its daily and weekly newsletters, due to lack of
         advertiser support. It is unlikely that advertiser support will develop
         at levels required for the resumption of publication within the
         foreseeable future.

         As disclosed in Note 3, the Company consummated a merger on May 19,
         2000, which was accounted for as a reverse acquisition and a
         re-capitalization of the Company.

         The Company has currently discontinued all operations and has
         implemented a restructuring plan (Note 3).

                                     F-8
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001




2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Principles of Consolidation

         The consolidated financial statements include the accounts of the
         Company and its wholly-owned subsidiary. Significant intercompany
         accounts and transactions have been eliminated in the consolidation.

         Revenue Recognition

         Revenues for dollars4mail.com were generated from disseminated targeted
         email advertising utilizing the Company's eNexiDirect operations. In
         addition, revenues were received from advertisers who placed "banner"
         or "pop-up" ads on the dollars4mail.com Web site and from merchants who
         paid an "affiliate fee" based upon purchases made by subscribers.
         Revenues from merchants were recognized upon notification that such
         revenues had been earned by the Company. The revenues from
         eNexiDirect.com were recognized upon the completion of each individual
         advertising campaign.

         Cash Equivalents

         Cash equivalents consist of short-term, highly liquid investments,
         which are readily convertible into cash within ninety (90) days of
         purchase.

         Property and Equipment

         Property and equipment is stated at cost and depreciated using the
         straight-line method over the estimated useful life of the assets,
         which was generally five years. The Company has no equipment under
         capital leases.

         Other Investment

         Other investment is primarily restricted common stock of Galaxy Online,
         Inc., which was held in escrow and which was related to the sale of
         VirtuallyFreeInternet.com, (Note 3). This investment is stated at net
         realizable value. During the years ended December 31, 2000 and 2001,
         the investment was written down to its estimated realizable value. The
         amount of the unrealized loss, $320,863 and $43,637, has been charged
         to operations in the years ended December 31, 2000 and 2001,
         respectively.

                                      F-9
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001







2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
         ------------------------------------------

         Concentration of Credit Risk

         Financial instruments that potentially subject the Company to
         concentrations of credit risk consist primarily of cash deposits in
         excess of $100,000. The Company places its cash deposits with
         high-credit quality financial institutions. At times, balances in the
         Company's cash accounts may exceed the Federal Deposit Insurance
         Corporation's (FDIC) limit of $100,000. The Company's cash investment
         policies limit investments to short-term, investment-grade instruments.

         Advertising

         The cost of advertising was expensed as incurred. The Company incurred
         advertising expense of $487,157 and $9,633 for the years ended December
         31, 2000 and 2001, respectively.

         Income Taxes

         The Company recognizes deferred tax assets and liabilities based on
         differences between the financial reporting and tax bases of assets and
         liabilities using the enacted tax rates and laws that are expected to
         be in effect when the differences are expected to be recovered. A
         valuation allowance has been provided for deferred tax assets when it
         is more likely than not that all or some portion of the deferred tax
         asset will not be realized. The Company has established a full
         valuation allowance on the aforementioned deferred tax assets due to
         the uncertainty of realization.

         Estimates

         The preparation of financial statements in conformity with accounting
         principles generally accepted in the United States of America requires
         management to make estimates and assumptions that affect certain
         reported amounts of assets and liabilities and the disclosures of
         contingent assets and liabilities at the date of the financial
         statements, as well as the reported amounts of revenues and expenses
         during the reporting period. Accordingly, actual results could differ
         from those estimates.


                                      F-10
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

         Fair Value of Financial Instruments

         The Company measures its financial assets and liabilities in accordance
         with accounting principles generally accepted in the United States of
         America. For certain Company financial instruments, including cash,
         accounts payable, and other accrued liabilities, the carrying amounts
         approximate fair value, due to their short maturities. The amounts
         shown for notes payable also approximate fair value because current
         interest rates offered the Company for debt of similar maturities are
         substantially the same.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
         ------------------------------------------

         Net Loss Per Share

         Net loss per share is calculated based on the weighted average number
         of common shares outstanding. Warrants outstanding have not been
         included in the net loss per share calculation since their effect would
         be anti-dilutive.

         All references to number of shares and per-share amounts on the balance
         sheet have been adjusted to give retroactive effect to the
         re-capitalizations and stock splits.

3.       BUSINESS DEVELOPMENTS

         Merger and Private Placement

         On May 19, 2000, the board of directors and stockholders of Silver King
         Resources, Inc., a Delaware corporation (Silver King), approved and
         adopted the Agreement and Plan of Merger, dated March 21, 2000, (the
         Agreement), by and among Silver King and Silver King Acquisition, Inc.
         (Acquisition Corp), a wholly-owned subsidiary formed for the purpose of
         the merger. Pursuant to the Agreement, Silver King issued 6,000,000
         shares of its Series A Convertible Preferred Stock, par value $.0001
         per share, convertible into 6,000,000 shares of Silver King's common
         stock, par value $.0001 per share to the stockholders of eNexi, Inc.,
         in exchange for 100% of the outstanding capital stock of eNexi, Inc.
         Simultaneously, Silver King issued 2,009,864 shares at $2.50 per share
         of Series B Convertible Preferred Stock, convertible to 2,009,864
         shares of common stock.

         The Company recorded $99,416 of organization costs related to the
         merger for the year ended December 31, 2000.

         In addition, Silver King assumed existing common stock purchase
         warrants from eNexi, Inc. which can be exchanged for 1,000,000 shares
         of common stock of Silver King, at an

                                      F-11
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

         exercise price of $2.50 per share.  The warrants were valued at $.014
         per warrant.  The outstanding  warrants expired on March 20, 2002.

         Since the former shareholders of eNexi, Inc. acquired control of Silver
         King through Acquisition Corp. upon the merger closing, the merger was
         accounted for as a reverse acquisition. Accordingly, for financial
         statement purposes, eNexi, Inc. was considered the accounting acquirer
         and the related business combination was considered a re-capitalization
         of eNexi, Inc., rather than an acquisition by Silver King. Silver King
         re-capitalized its common stock shortly following the merger, effective
         June 26, 2000, which took the form of a 1-for-25 reverse split. The
         historical financial statements prior to May 19, 2000 will be those of
         eNexi, Inc., but the name of the corporation going forward will be
         eNexi Holdings, Inc.


3.       BUSINESS DEVELOPMENTS (Continued)
         ---------------------

         Sale of VirtuallyFreeInternet.com

         In June 2000, the Company created a wholly-owned subsidiary, Viaduct II
         (an Indiana corporation). The Company then sold its
         VirtuallyFreeInternet.com subscriber base, data base of un-serviced
         affiliates, and its related domain names, "virtuallyfreeinternet.com"
         and "vfimail.com", to Viaduct II, for $1.

         On June 28, 2000, the Company entered into an agreement to sell its
         wholly-owned subsidiary, Viaduct II, to Galaxy Online, Inc. (a Yukon
         Territory, Canada corporation). The Company exchanged all of the issued
         and outstanding common stock of Viaduct II for 342,253 common shares of
         Galaxy Online, Inc. The sale was closed and became effective on July
         10, 2000. The Company received 85,563 common shares of GalaxyOnline,
         Inc. with a per-share price of $1.18 for a total market value of
         $100,964. In addition, the remaining 256,690 common shares of Galaxy
         Online, Inc. are to be held in escrow until June 28, 2002. On or before
         June 28, 2002, Galaxy Online, Inc. has the option to give the Company
         the shares held in escrow or a minimum $364,500 in cash. The investment
         is carried at its net realizable value. Due to changes in the fair
         value of the investment, the Company has reduced the carrying value of
         the investment to $43,637 and $0 as of December 31, 2000 and 2001,
         respectively.

         Restructuring Plan, Sale of eNexiDirect.com and Discontinued Operations

         On July 12, 2001, the Board of Directors approved a plan to restructure
         and reorganize the Company's operations. The plan would involve: a) the
         winding down of the operations of the eNexiDirect.com,
         dollars4mail.com, and MyQuickInfo.com web sites,

                                      F-12
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

         b) the disposal of unnecessary fixed assets at the best available
         current market prices, c) the termination of leases for office space in
         Dover, NH and Irvine, CA, d) the reduction of personnel expenses to
         minimum levels, and e) the exploration of all opportunities utilizing
         the Company's remaining assets to maximize shareholder value.

         In July of 2001, in accordance with the restructuring plan described
         above, the Company entered into an agreement with a related party to
         dispose of its eNexiDirect.com business segment. The Company agreed to
         transfer the business segment to the related party in exchange for
         their accounts receivable and accounts payable. The Company recognized
         a gain of $3,506 on the disposal of the business segment for the year
         ended December 31, 2001.

         Additionally, the Company has ceased the operations of dollars4mail.com
         and MyQuickInfo.com.


3.       BUSINESS DEVELOPMENTS (Continued)
         ---------------------

         Merger and Private Placement, Sale of VirtuallyFreeInternet.com,
         Sale of eNexi Direct.com and the Discontinuance of Operations,
         Unaudited Pro Forma Condensed Consolidated Statements of Income and
         Expense

         The following Unaudited Pro Forma Condensed Consolidated Statements of
         Income and Expense reflect adjustments to eNexi Holdings, Inc.'s
         historical financial statements as of and for the years ended December
         31, 2000 and 2001, respectively, to give effect to the above described
         merger and private placement, sale of VirtuallyFreeInternet.com, sale
         of eNexi Direct.com and discontinuance of operations.

         The accompanying unaudited pro forma information is presented for
         illustrative purposes only and is not necessarily indicative of the
         financial position or results of operations which would actually have
         been reported had the merger and private placement, sale of
         VirtuallyFreeInternet.com, sale of eNexi Direct.com and the
         discontinuance of operations been in effect during the periods
         presented, or which may be reported in the future.

         The accompanying Unaudited Pro Forma Condensed Consolidated Financial
         Statements should be read in conjunction with the historical financial
         statements and related notes thereto for eNexi Holdings, Inc.

                                      F-13
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

3.        BUSINESS DEVELOPMENTS (Continued)
          ---------------------

          Merger and Private Placement, Sale of VirtuallyFreeInternet.com, Sale
          of eNexi Direct.com and the Discontinuance of Operations Unaudited Pro
          Forma Condensed Consolidated Statements of Income and Expense
          (Continued)

                   UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                        STATEMENTS OF INCOME AND EXPENSE
<TABLE>
<CAPTION>


                                                                                Year ended                   Year ended
                                                                            December 31, 2000            December 31, 2001
                                                                               (unaudited)                  (unaudited)
                                                                         -------------------------    -------------------------

<S>                                                                       <C>                         <C>
Net revenues                                                              $             368,226       $                   -
                                                                         -------------------------    -------------------------
Operating costs and expenses                                                          2,656,202                     143,053
                                                                         -------------------------    -------------------------
Other  income (expense)                                                                 225,048                     (81,852)
                                                                         -------------------------    -------------------------
Loss from continuing operations before income tax benefit                            (2,062,928)                   (224,905)
                                                                         -------------------------    -------------------------
Income tax benefit                                                                      185,000                           -
                                                                         -------------------------    -------------------------
Loss from continuing operations                                                      (1,877,928)                   (224,905)
                                                                         -------------------------    -------------------------
Discontinued operations:
  Loss from operations of disposed business segment                                  (1,057,680)                 (1,057,680)
  Gain on disposal of business segment, net of tax                                      283,970                     283,970
                                                                         -------------------------    -------------------------
Net loss                                                                  $          (2,651,638)      $            (998,615)
                                                                         =========================    =========================

Earnings per common share assuming dilution (or diluted
  earnings per share):
  Loss from continuing operations per share                               $               (0.34)      $               (0.02)
  Loss from operations of disposed business segment per
     share                                                                                (0.19)                      (0.11)
  Gain on disposal of business segment per share                                           0.05                        0.03

                                                                         -------------------------    -------------------------
  Net loss                                                                $               (0.48)      $               (0.10)
                                                                         =========================    =========================

Weighted average shares outstanding                                                   5,533,641                   9,732,864
                                                                         =========================    =========================
</TABLE>

                                      F-14
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001


4.       OTHER RECEIVABLE

         In October of 2000, the Company sold computer equipment to a customer
         in return for a non-interest bearing note receivable, due on demand in
         the amount of $23,480. The Company did not receive payment on this note
         and recorded an allowance for doubtful accounts of $23,480 at December
         31, 2000.

         During the year ended December 31, 2001, the Company sued the customer
         for payment of the receivable and received a settlement of $10,437 in
         October of 2001.

5.       PROPERTY AND EQUIPMENT

         Property and equipment consists of the following at:
<TABLE>
<CAPTION>

                                                                        December 31, 2000         December 31, 2001
                                                                        ----------------------    ----------------------

<S>                                                                      <C>                      <C>
         Equipment                                                       $         345,202        $                -
         Less: accumulated depreciation                                            (74,585)                        -
                                                                        ----------------------    ----------------------
                                                                         $         270,617        $                -
                                                                        ======================    ======================
</TABLE>

         Depreciation expense for continued and discontinued operations and for
         the years ended December 31, 2000 and 2001 was $59,794 and $41,649,
         respectively.

6.       PAYOFF OF NOTES PAYABLE AND EXTINGUISHMENT OF RELATED PARTY DEBT

         Payoff of Notes Payable

         In July 2000, the Company paid off all of its notes payable totaling
         $394,884 plus accrued interest of $21,820.

                                      F-15
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

         Extinguishment of Related Party Debt

         In July 2000, the Company agreed to exchange its 60% interest in
         International Capri Resources, SA de CV, an investment which had a
         carrying value of $0 on the Company's books, in exchange for a note
         payable in the amount of $107,000, which was borrowed on a short-term
         basis from a former shareholder. The transaction resulted in a gain of
         $107,000.


7.       CAPITAL STOCK

         Warrants

         In December 1999, the Company agreed to issue 1,000.3 warrants, for
         every 1,000 shares of any type of stock issued. The warrants enable the
         holders to purchase one share of the Company's common stock, and are
         exercisable within five years at a strike price equal to the stock's
         market value at the time any additional shares are issued. The warrants
         were canceled as of the date of the merger (Note 3).

         Retirement of Stock

         On March 29, 2000, the Company purchased 2,000 shares of common stock
         from two stockholders for the purchase price of $10 per share. The
         shares were immediately retired.

         Reverse Stock Split

         On May 25, 2000, the Company's Board of Directors authorized a 1-for-25
         reverse stock split of the Company's $0.0001 par value common stock
         effective June 26, 2000, for all common stockholders of record at June
         23, 2000. As a result of the reverse split, 41,352,000 shares of common
         stock were returned to the Company, and additional paid-in capital was
         increased by $4,135. All references in the accompanying financial
         statements to the number of common shares and per-share amounts for
         December 31, 2000 and 2001, and the years then ended have been restated
         to reflect the reverse stock split.

                                      F-16
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

         Conversion of Preferred Stock

         The 1-for-25 reverse stock split authorized by the Company's Board of
         Directors on May 25, 2000, will automatically convert the Company's
         Series A and Series B Convertible Preferred Stock on a 1-for-1 basis
         into shares of common stock, after the reverse stock split.

8.       COMMITMENTS AND CONTINGENCIES

         Operating Leases and Agreements

         The Company leased office and storage space under non-cancelable
         operating leases which expired September and August, 2000,
         respectively, and required monthly lease payments totaling $13,868. The
         Company entered into a new non-cancelable operating lease, expiring
         June 30, 2002, for its office space. The amount of rent expense
         recorded for the years ended December 31, 2000 and 2001, totaled
         $245,523 and $153,859, respectively.

8.       COMMITMENTS AND CONTINGENCIES (Continued)
         -----------------------------

         Operating Leases and Agreements (Continued)
         -------------------------------

         In August of 2001, the Company cancelled its operating lease for its
         office space. The terms of the agreement required the Company to
         surrender its $29,515 security deposit and to make a payment of
         $11,850. The total settlement of $41,445 was charged to expense for the
         year ended December 31, 2001.

         The Company leased computer and office furniture under operating
         leases, which expired at varying times through August 2001 and required
         monthly lease payments totaling $13,955. The amount of rent expense
         recorded for the years ended December 31, 2000 and 2001, totaled
         $127,958 and $0 respectively. On October 30, 2000, the Company assigned
         a computer lease to an outside party, which required monthly payments
         totaling $11,480 through August 2001. Additionally, in June 2000, the
         Company allowed its office furniture leases to lapse and they were not
         renewed.

                                      F-17
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001


         The Company entered into an agreement with Apex Global Internet
         Services (AGIS) to provide Internet ports. The term of the agreement
         was 12 months starting June 7, 1999 and required a monthly payment of
         $1,620, which was to be increased as more ports were provided. This
         agreement has not been renewed. The amount of expense recorded for the
         years ended December 31, 2000 and 2001, was $108,700 and $0,
         respectively. See related contingency note below.

         The Company entered into two agreements to provide Internet ports which
         were to expire March and August, 2002, respectively and required
         monthly payments totaling $22,600, which were to be increased as more
         ports are provided. These agreements were terminated in 2001. The
         amount of expense recorded for the years ended December 31, 2000 and
         2001, totaled $149,360 and $0, respectively.

         Employment and Consulting Agreements

         The Company has entered into agreements dated December 1, 2000 with its
         Co-Chairman and Chief Executive Officer and Co-Chairman and President.
         The agreements call for monthly payments totaling $25,000, which began
         once the Company received its second round of outside financing and
         continues for one year, thereafter.


8.       COMMITMENTS AND CONTINGENCIES (Continued)
         -----------------------------

         Contingency

         AGIS, one of the vendors used by the Company to provide dial-up ports
         to its customers, declared bankruptcy, by filing for Chapter 11, in
         February 2000.

                                      F-18

<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

         The Company is in the process of clarifying the terms of its agreement
         with AGIS based upon what management believes is contradictory language
         in the contract. The agreement entered into in June 2000, states that
         the Company will pay a monthly charge of $81,000 for the deployment of
         1,000 ports, totaling $567,000 for the period ended December 31, 2000.
         The Company asserts that it should be billed only for ports used, which
         amounts to $1,620 per month. See the Operating Leases and Agreements
         disclosure above. AGIS has not disputed the Company's assertion;
         however, it has calculated the monthly billing amount at $2,500. The
         Company has initially made a payment of $108,700, which the Company
         asserts will be applied against any future resolution, and this payment
         has been charged to expense during the year ended December 31, 2000.
         AGIS has been in contact with Company management, attempting to resolve
         this issue. No amounts related to this matter were charged to expense
         during the year ended December 31, 2001. The Company has not sought the
         services of outside counsel.

         Litigation

         In February, 2002, the Company has been named in a lawsuit by a former
         vendor for non payment of fees owed to the vendor. These payables were
         transferred in the sale of eNexi Direct.com (Note 3). The lawsuit is
         asking for payment of $52,658. The Company believes that it is not
         liable for this amount, that the lawsuit is without merit and intends
         to vigorously defend its position.

9.       INCOME TAXES

         The Company incurred taxable losses for federal and state purposes for
         the years ended December 31, 2000 and 2001. Accordingly, the Company
         did not incur any federal income tax expense for those periods other
         than the minimum required taxes for state purposes.

         The Company's effective tax benefit on pretax loss differs from the
         U.S. Federal Statutory tax rate for the years ended December 31, 2000
         and 2001, as follows:
<TABLE>
<CAPTION>


                                                                 December 31, 2000             December 31, 2001
                                                              -------------------------      ----------------------
<S>                                                                           <C>                         <C>
        Federal statutory tax (benefit)                                       (34.00%)                    (34.00%)
        State tax (benefit)                                                    (5.83%)                     (5.83%)
                                                              -------------------------      ----------------------
                                                                              (39.83%)                    (39.83%)
                                                              =========================      ======================

</TABLE>



                                      F-19
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

9.       INCOME TAXES (Continued)
         ------------
         The components of income tax expense (benefit) consisted of the
         following:

<TABLE>
<CAPTION>

                                                                    Year ended                   Year ended
                                                                December 31, 2000            December 31, 2001
                                                             -------------------------    -------------------------
             Current:
<S>                                                           <C>                         <C>
                 Federal                                      $          (158,000)        $                  -
                 State                                                    (27,000)                           -

             Deferred:
                 Federal                                                        -                            -
                 State                                                          -                            -
                                                             -------------------------    -------------------------
                    Total income tax benefit                             (185,000)                           -

             Tax effect on the gain on disposal of
                business segment                                          185,000                            -
                                                             -------------------------    -------------------------
                    Net income tax benefit                    $                 -         $                  -
                                                             =========================    =========================
</TABLE>

         Significant components of the Company's deferred tax asset at December
         31, 2000 and 2001, are as follows:
<TABLE>
<CAPTION>


                                                                    Year ended                   Year ended
                                                                December 31, 2000            December 31, 2001
                                                             -------------------------    -------------------------

<S>                                                           <C>                         <C>
             Net operating loss carryforwards                 $         1,185,000         $          1,422,000
                                                             -------------------------    -------------------------
                 Gross deferred tax assets                              1,185,000                    1,422,000

             Valuation allowance                                       (1,185,000)                  (1,422,000)
                                                             -------------------------    -------------------------
                 Net deferred tax assets                      $                 -         $                  -
                                                             =========================    =========================
</TABLE>

         At December 31, 2000 and 2001, the Company had net operating loss
         carryforwards of approximately $2,975,000 and $3,569,000, respectively,
         related to federal and state income taxes which can be used to offset
         future federal and state taxable income from operations.

                                      F-21
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

9.       INCOME TAXES (Continued)
         ------------

         The carryforwards will begin to expire in 2007, and substantially all
         will expire in 2020. Additionally, at December 31, 2000, the Company
         had net loss carryforwards of approximately $120,000 for Mexican income
         tax purposes, which if not used, will expire in 2009.

         Under the Tax Reform Act of 1986, the benefits from net operating
         losses carried forward may be impaired or limited in certain
         circumstances. Events which may cause limitations in the amount of net
         operating losses that the Company may utilize in any one year include,
         but are not limited to, a cumulative ownership change of more than 50%
         over a three-year period. The impact of any limitations that may be
         imposed for future issuances of equity securities, including issuances
         with respect to acquisitions, have not been determined.

10.      PROFIT SHARING PLAN

         The Company had a profit sharing plan that covered all non-shareholder
         employees. Contributions to the plan were at the discretion of
         management. Management did not make a contribution to the plan for the
         year ended December 31, 2000. The plan was canceled as of the date of
         the merger (Note 3).

11.      EMPLOYEE STOCK OPTION PLAN

         As of January 1, 2000, the Company adopted a stock option plan under
         which 1,500,000 shares of common stock are available for issuance with
         respect to awards granted to officers, management, consultants, and any
         other key employees of the Company. The options may be exercised at not
         less than 85% of the fair market value of the shares on the date of
         grant. The options expire after 10 years from the date of grant and 5
         years from the date of grant for a ten-percent shareholder, as defined.
         The options are exercisable immediately when granted and are subject to
         restrictions on transfer, repurchase and right of first refusal.

         The Company applies APB Opinion 25 and related interpretation in
         accounting for stock options. The Company did not record any
         compensation expense for the years ended December 31, 2000 and 2001.

         As discussed in Note 3, the Company implemented a restructuring plan.
         As part of the restructuring plan the Company terminated all of its
         employees and all non-vested stock options expired. In addition, all
         exercisable options were not exercised and expired in the year ended
         December 31, 2001.

                                      F-21
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001





11.      EMPLOYEE STOCK OPTION PLAN (Continued)
         --------------------------
<TABLE>
<CAPTION>

                                                                                               Weighted Average
                                                                        Options                 Exercise Price
                                                             -------------------------    -------------------------

<S>                                     <C>                                                 <C>
         Options outstanding at January 1, 2000                                     -       $                   -
         Granted during the year                                               89,334                        2.50
         Surrendered, forfeited or expired                                    (62,230)                       2.50
         Exercised                                                                  -                           -
                                                             -------------------------    -------------------------
         Options outstanding at December 31, 2000                              27,104                        2.50

         Granted during the year                                              277,000       $                 .25
         Surrendered, forfeited or expired                                   (304,104)                        .25
         Exercised                                                                  -                           -
                                                             -------------------------    -------------------------
         Options outstanding at December 31, 2001                                   -       $                   -
                                                             =========================    =========================
</TABLE>

         Exercisable options outstanding, and the related weighted average
         exercise price at December 31, 2000 and 2001 were 15,813 and 0, and
         $2.50 and $0.00, respectively.

         The following tabulation summarizes certain information concerning
         outstanding and exercisable options at December 31, 2000 and 2001.
<TABLE>
<CAPTION>

                                                                          2000                       2001
                                                                 -----------------------    ------------------------
        Outstanding options:
<S>                                                              <C>                        <C>
           Number outstanding                                                     27,104                      -
           Weighted average exercise price                       $                  2.50    $                 -
           Weighted average remaining contractual
              life in years                                                         9.43                      -

         Exercisable options:
           Number outstanding                                                     15,813                      -
           Weighted average exercise price                       $                  2.50    $                 -

</TABLE>

                                      F-22

                                       2
<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001

         If the Company had elected to recognize compensation based on the fair
         value of the options granted at the grant date, net loss and loss per
         share would have been increased to the following pro forma amounts
         shown below:
<TABLE>
<CAPTION>

                                                                          2000                       2001
                                                                 -----------------------    ------------------------
         Pro forma:
<S>                                                              <C>                        <C>
           Net loss                                              $         (2,121,831)      $                 -
           Loss per share:
              Basic and diluted                                  $              (0.38)      $                 -

</TABLE>

11.      EMPLOYEE STOCK OPTION PLAN (Continued)
         --------------------------

         The fair value of each option grant was estimated on the date of the
         grant using the Black-Scholes Option Pricing Module, using the
         following assumptions:
<TABLE>
<CAPTION>

                                                                        2000                          2001
                                                                ---------------------         ---------------------
<S>                                                                        <C>                         <C>
         Risk-free interest rate                                           5.17%                        -
         Expected life in years                                            9.43                         -
         Expected volatility                                             952.000%                       -
         Expected dividend yield                                            -                           -
</TABLE>

12.      SEGMENT AND GEOGRAPHIC INFORMATION

         The Company has adopted SFAS No. 131, "Disclosures About Segments Of An
         Enterprise and Related Information". SFAS No. 131 establishes standards
         for reporting information regarding operating segments in annual
         financial statements and requires selected information for
         stockholders. SFAS No. 131 also establishes standards for related
         disclosures about products and services and geographic areas. Operating
         segments are identified as components of an enterprise about which
         separate discrete financial information is available for evaluation by
         the chief operating decision maker, or decision-making group, in
         deciding how to allocate resources and assess performance.

         The Company was an Internet service provider (ISP) through the
         VirtuallyFreeInternet.com division, which was sold (Note 3) and
         provided analog Internet access to subscribers for a monthly fee. The
         Company was also an intermediary for online advertising and marketing.
         Services were provided through free email accounts in a Web-based email
         system at its dollars4mail.com Web site, and through targeted opt-in
         direct emails sent by its eNexiDirect.com division. In measuring
         performance and allocating assets, the chief operating decision maker
         reviewed each segment by type of service provided. The Company
         discontinued operations in 2001.

                                      F-23

<PAGE>
                              eNexi HOLDINGS, INC.
         (Formerly known as Silver King Resources, Inc. and eNexi, Inc.)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 2001
<TABLE>
<CAPTION>

                                                                                  eNexiDirect
        For the year ended December 31,                                               and
                      2000                        VirtuallyFreeInternet           dollars4mail                Total
        ---------------------------------    ----------------------------    --------------------    --------------------

<S>                                          <C>                             <C>                     <C>
        Net revenue                          $                       -       $        368,226        $         368,226
                                             ============================    ====================    ====================
        Loss from continuing
           operations                        $                       -       $     (2,062,928)       $      (2,062,928)
        Income tax benefit                                     185,000                      -                  185,000
        Loss from operations
           of disposed business
           segment                                            (504,047)                     -                 (504,047)
        Gain on disposal of
           business segment,
           net of tax                                          280,464                      -                  280,464
                                             ----------------------------    --------------------    --------------------

        Net loss                             $                 (38,583)      $     (2,062,928)       $      (2,101,511)
                                             ============================    ====================    ====================

</TABLE>

                                      F-24