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, 2003
                                       or
      Transition Report Pursuant to Section 13 or 15 (d) of the Securities
                              Exchange Act of 1934

                        Commission File Number: 0-24684

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

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

                             14220 S. Meridian Ave.
                          Oklahoma City, Oklahoma 73173
              (Address of Principal Executive Offices) (Zip Code)
         Issuer's telephone number, including area code: (405) 692-2300

          Securities registered pursuant to Section 12(b) of the Act:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock (par value $0.001 per share)
                                (Title of Class)

Check  whether  the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for  such shorter period that the Registrant was required to file such reports),
and  (2)  has  been subject to such filing requirements for at least the past 90
days.  Yes  [X]  No  [  ]

Check  if  there  is  no disclosure of delinquent filers pursuant to Item 405 of
Regulation  S-B  contained  herein,  and  will  not 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]

Revenues  of  issuer  for  its  most  recent  fiscal  year:  $19,309,814.

Aggregate  market  value  of voting stock held by non-affiliates as of March 29,
2004:  $1,882,072  (20,911,914  shares  at  $0.09  per  share).
Shares  of  Common  Stock  outstanding  as  of  March  29,  2004:  48,737,921.

                      DOCUMENTS INCORPORATED BY REFERENCE

Our  definitive  proxy  statement  for  the Annual Meeting of Shareholders to be
filed  with  the  Commission  pursuant  to  Regulation  14A,  is incorporated by
reference  into  Part  II,  Item  5  and  Part  III  of  this  report.


<PAGE>

                            ZENEX INTERNATIONAL, INC.
                        2003 ANNUAL REPORT ON FORM 10-KSB
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART  I

Forward-Looking  Statements                                                    1

Item  1.  Description  of  Business                                            2

Item  2.  Description  of  Property                                            7

Item  3.  Legal  Proceedings                                                   7

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          8

PART  II

Item  5.  Market  for  Registrant's  Common  Equity, Related
          Stockholder Matters and  Small  Business  Issuer
          Purchases  of  Equity  Securities                                    8

Item  6.  Management's  Discussion  and Analysis or Plan of Operations        10

Risk  Factors                                                                 15

Item  7.  Financial  Statements                                               18

Item  8.  Changes  in  and  Disagreements  with  Accountants
          on  Accounting  and  Financial  Disclosure                          18

Item  8A. Controls  and  Procedures                                           19

PART  III

Item  9.  Directors,  Executive  Officers  of  the  Registrant                19

Item  10. Executive  Compensation                                             19

Item  11. Security  Ownership  of  Certain  Beneficial  Owners
          and  Management and  Related  Stockholder  Matters                  19

Item  12. Certain  Relationships  and  Related  Transactions                  19

Item  13. Exhibits  and  Reports  on  Form  8-K                               20

Item  14. Principal  Accountant  Fees  and  Services                          21

SIGNATURES                                                                    22

FINANCIAL  STATEMENT  INDEX                                                  F-1



<PAGE>

                                     PART I

     The  terms  "Zenex",  "we", "our" and "us" and other similar terms refer to
Zenex  International,  Inc.  and its direct and indirect subsidiaries, unless we
specify  otherwise.  Zenex  (R)  is  our  registered trademark.  All other trade
names,  trademarks  and  product  names in this report are the property of their
respective owners.  We are incorporated under the laws of the State of Colorado.
Our  executive  offices  are  located  at 14220 S. Meridian Ave., Oklahoma City,
Oklahoma  73173  and  our  telephone  number  is  405-692-2300.

                           Forward-Looking Statements

     This  annual  report  on  Form  10-KSB  includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
Securities  Act),  and  Section  21E  of the Securities Exchange Act of 1934, as
amended   (the  Exchange  Act),   which  can   be  identified   by  the  use  of
forward-looking  terminology   such  as:  "may",   "might",  "could",   "would",
"believe",  "expect",   "intend",  "plan",  "seek",  "anticipate",   "estimate",
"project"  or  "continue" or the negative thereof or other variations thereon or
comparable  terminology. All statements other than statements of historical fact
included in this annual report on Form 10-KSB, including without limitation, the
statements  under  "Item  1.  Business" and "Item 6. Management's Discussion and
Analysis  or  Plan  of  Operation"  and  located  elsewhere herein regarding our
financial   position  and   liquidity  are  forward-looking  statements.   These
forward-looking  statements  also  include,  but  are  not  limited  to:

     -  Our  ability  to  expand Zenex's markets and maintain or increase profit
        margins;

     -  Actions  of  our  competitors;  and

     -  Statements regarding our anticipated revenues, expense levels, liquidity
        and   capital  resources   and   projections  of  when  we  will achieve
        break-even or positive  operating  cash  flow.

     Although  we  believe  the  expectations  reflected in such forward-looking
statements are reasonable, we can give no assurance such expectations will prove
to have been correct. Important factors with respect to any such forward-looking
statements,  including  certain  risks and uncertainties that could cause actual
results  to differ materially from our expectations (Cautionary Statements), are
disclosed  in  this  annual  report  on  Form  10-KSB.

     These  forward-looking  statements  involve  known  and  unknown  risks,
uncertainties  and  other factors that may cause our actual results, performance
or  achievements to be materially different from any future results, performance
or  achievements  expressed  or  implied by such forward-looking statements. All
subsequent  written  and  oral  forward-looking statements attributable to us or
persons  acting  on  our behalf are expressly qualified in their entirety by the
Cautionary Statements. See "Risk Factors" under "Item 6. Management's Discussion
and  Analysis  or  Plan  of  Operation"  included herein for further information
regarding  risks  and  uncertainties  related  to  our  businesses.

                                        1
<PAGE>

Item  1.  Description  of  Business

About  Us

     We  are  engaged  in  the  commercial and industrial roofing and re-roofing
businesses  through Aduddell Roofing & Sheet Metal, Inc. ("Aduddell Roofing"), a
wholly-owned  subsidiary  that  we  acquired  in  October  2002.

Aduddell  Roofing

     Aduddell Roofing was founded in 1976 and has become a prominent, nationwide
provider  of  commercial  and  industrial  roofing  services.  Through  Aduddell
Roofing, we offer a broad range of comprehensive roofing services, which include
re-roofing,  restoration  and   repair,  new  roof   construction,  sheet  metal
fabrication  and  waterproofing.  Approximately  95%  of  our 2003 revenues were
derived  from  re-roofing,  restoration and repair services, and 5% were derived
from  new roof construction.  We focus primarily on re-roofing projects where we
can  more  easily  control  costs  and  thereby  derive higher profits.  We have
historically performed complex work required to be completed within a short time
frame,  such  as  for  commercial  and  industrial properties that have suffered
catastrophic  damage.

     We  also  offer  maintenance services, which provide recurring revenues and
ongoing  interaction  with  our  customers.  The  majority  of  our  business is
conducted under contracts whose term is generally less than one year. We provide
services  to customers in a broad range of industries, including the industrial,
office,  retail,  hospitality,  government  and  educational industries. We have
performed  services for a broad range of companies, including Albertson's, Crown
Leisure, Dallas ISD, Embassy Suites, Ford Motor Company, General Motors, Graybar
Electric,  Hyatt  Properties,  J.C.  Penney,  Marriott  Hotels, Stone Container,
Tishman  Speyer  and  Wyndham  Hotels.

     We  believe  that  our  business  strategy  will promote growth in existing
markets  and,  together  with  our  position  as  the only publicly held roofing
company  in  the United States, enable us to achieve our goal of maintaining and
expanding  our  position  as  a prominent, nationwide provider of commercial and
industrial  roofing  services.

     Key  elements  of  our  strategy  are  to:

          Focus  on Commercial Roofing Market. We intend to continue to focus on
     the  commercial  roofing  market  because  of  our  size,  the magnitude of
     individual  projects,  the  strength  of  our  customer  base, the trend of
     consolidation  in  commercial  real estate, recurring revenue opportunities
     and  the  potential  for  long-term  relationships  with  building  owners,
     property  managers,  general  contractors  and  roof  consultants.

          Establish  Regional  and National Market Coverage. We believe that the
     growth  of many roofing companies has been restricted due to the geographic
     limitations  of their existing operations. We intend to expand our services
     by  retaining  experienced  sales  personnel  in  strategic  locations.  At
     present,  our marketing effort covers most of the contiguous United States,
     with  emphasis  in  the  southern  half. Our sales personnel are located in
     Georgia,  Missouri and Oklahoma. We use our geographic diversity to solicit
     customers  that  operate  on a regional and national basis. We believe that

                                        2
<PAGE>

     significant  demand exists from such companies to utilize the services of a
     single  commercial  roofing  service  provider  and that existing local and
     regional  relationships  can be expanded into a nationwide network. Broader
     geographic  coverage  will  increase  internal  growth  opportunities.

          Expand  Maintenance  Services.   We  intend  to  further  develop  our
     maintenance  service  operations,  which  generally  provide  higher  gross
     margins, recurring revenues and ongoing interaction with customers. We have
     adopted   a     maintenance-oriented   approach,    whereby   we    perform
     regularly-scheduled  maintenance  checks and focus  on  increasing customer
     awareness  of  the  cost-effectiveness  of  preventive  maintenance and the
     available repair and restoration services that can most efficiently prolong
     the  life  of  a  roof.  We  believe  that  this  approach builds long-term
     relationships  with  customers and encourages them to turn to us for all of
     their  roofing  needs.

The  Roofing  Business

     According  to Dun and Bradstreet, the roofing industry experienced sales of
$30.18  billion  in 2002 and is projected to continue growing.  According to the
National  Roofing Contractors Association (the "NRCA"), three quarters of annual
expenditures  are  for  commercial  roofing  services.  The  roofing industry is
highly  fragmented,  and  is  estimated  to  be  composed  of  as many as 50,000
companies,  most  of  which  are  small, owner-operated, independent contractors
serving  a local customer base, with limited access to capital for investment in
infrastructure,  technology  and  expansion.  We  believe that no single company
accounted  for  more  than  1% of total expenditures for roofing services in the
United  States.  According  to  the  NRCA  market  survey,  approximately 75% of
roofing  expenditures  are  attributable  to re-roofing, restoration and repair,
with  the  balance  attributable  to  new  roof  construction.

     We  believe  significant opportunities are available to a well capitalized,
national  company  employing  professionally  trained, customer-oriented roofing
personnel  and  providing a full complement of high quality commercial services.
The  commercial  roofing  industry  as  a  whole  has  been characterized by low
barriers  to  entry  resulting  from relatively constant technology and methods,
stable  construction  practices  and  pricing  and  inconsistent  quality  and
reliability. For this reason, we believe that only those companies that are able
to  differentiate  themselves  through quality, scope and consistency of service
will  be  able  to maintain a competitive advantage. In addition, the relatively
large expenditures associated with roofing systems have led to an increased need
for  qualified personnel to install, monitor and service these systems. The cost
of  recruiting,  training and retaining a sufficient number of qualified roofing
personnel  makes  it  more  difficult  for small commercial roofing companies to
expand  their  businesses.

     The  average  useful  life  of  a  commercial  roof  is  estimated  to  be
approximately  14 years. Due to a lack of customer awareness of the savings that
can  result from a long-term, consistent roof maintenance program, customers and
competitors  have  traditionally  taken  an  all-or-nothing  approach to roofing
expenditures.  By taking a maintenance-oriented approach to customer service, we
will  seek  to  create  a  more  consistent  revenue  stream,  while  providing
cost-effective  solutions  to  our  customers.

                                        3
<PAGE>

Services

     We provide a comprehensive range of commercial roofing services.  We employ
a  knowledgeable and skilled workforce that utilizes standardized techniques and
practices  to  determine a customer's optimal roofing solution.  These solutions
are  designed  to  maximize  the  14  average year life of a new roofing system.
Annual  maintenance services, which can result in the identification at an early
stage  of  problems  within a roofing system, can add as many as 10 years to the
useful  life  of  a  roof  through  repair  and restoration.  The following is a
description  of  our  services.

          Maintenance.  Maintenance  involves  the  physical  inspection  of  an
     existing  roofing  system  to  determine  its   current  condition,  detect
     weaknesses and failures and identify any potential future problems. Through
     a  program  of  regularly  scheduled annual or semi-annual inspections, our
     technicians  assist  owners  in  protecting  their  roofing  investments by
     seeking  to  identify  damage in its early stages. Early detection of leaks
     and  roofing  system failures makes it possible for us to repair and extend
     the  life  of  a  roofing  system  through  repair or restoration, which is
     significantly  less  expensive  and time consuming than re-roofing. We also
     intend  to  offer our customers a facility management program to coordinate
     maintenance,  repair, restoration and re-roofing as needed. Although direct
     revenues  from  these preventive maintenance programs are relatively minor,
     we  believe that these services enable us to cultivate strong relationships
     with  our  customers  and  establish  a  basis  for  recurring  revenues.

          Repair.  Repair  is  a  process  where  an existing roofing system has
     additions  and  adjustments  made  to  it, such as caulking, re-coating and
     repairing  penetrations  to  fix  leaks  in  the  roofing  system.

          Restoration.  Restoration  involves  the  major  repair of the roofing
     system,  including  the  repair of all penetrations and re-surfacing of the
     roof  to  restore  it  to serviceable condition. The opportunity to perform
     restoration  work  normally  exists  two or three years before the end of a
     roof's  life  cycle  and  before  significant damage occurs. We are able to
     inform  building  owners  when a roof is approaching the end of its 14-year
     average  life  cycle through our regularly scheduled maintenance and repair
     program.  As  many as ten years can be added to the useful life of the roof
     through  restoration  and the cost of restoration is typically one-half the
     cost  of  re-roofing.

          Re-Roofing.  Re-roofing is the process of installing a new roof when a
     roofing  system  fails. Roofing system failure can be caused by a number of
     factors,  including  age,  severe  weather,  poor   workmanship,  defective
     materials, improper specification of a roofing system, abuse and failure to
     maintain  the roof through inspections. We perform re-roofing only when all
     repair and restoration alternatives are deemed incapable of bringing a roof
     back  to  serviceable  condition, or at the specific request of a customer.

          New Construction. New roof construction involves the construction of a
     variety  of  roofing  systems,  including  metal  roofing systems, built-up
     roofing  membranes  and  single  ply roofing systems. New roof construction
     coincides  with  the  construction  of  a  new  building.

                                        4
<PAGE>

     New commercial roofing work usually begins with a proposal request from the
building owner, property manager, general contractor or roof consultant. Initial
meetings  with  the  parties allow the roofing contractor to prepare preliminary
and  then  more  detailed  design  and product specifications, drawings and cost
estimates.  Once  a project is awarded, it is conducted in scheduled phases, and
progress billings are rendered to the owner of the building before payment, less
a  retention (defined as amounts withheld from progress billings until final and
satisfactory  contract  completion) of 5% to 10% of the construction cost of the
project.  Actual field work (ordering of equipment and materials, fabrication or
assembly  of certain components, delivery of materials and components to the job
site,  scheduling  of  work  crews  and  inspection  and  quality  control)  is
coordinated  during  these  phases.  We  generally  provide  the materials to be
installed  as  a  part  of  these  contracts.

Customers

     In 2003, we provided commercial roofing services to more than 50 customers.
Stone  Container  accounted  for 27.4% and General Motors accounted for 25.8% of
our  2003  revenues.  We  provide  roofing services to customers having a local,
regional  and  national  presence  in a broad range of businesses, including the
industrial,  office, retail, hospitality, government and educational industries.

Sales  and  Marketing

     We  believe  that our reputation for quality and performance has enabled us
to  obtain recurring business through customer referrals and new business.  Like
most  competitors,  we  primarily  use  direct sales to market our services.  In
recent  years,  we  have hired experienced sales personnel in strategic areas to
expand  our  market presence.  The sales personnel typically have an established
customer base and are compensated on a percentage-of-contract basis.  We believe
we  can  expand  our market presence more cost effectively by hiring experienced
sales personnel than by acquiring existing competitors.  Our sales personnel are
located  presently  in  Georgia,  Missouri  and  Oklahoma.  Although  our market
presence  is  felt  nationally, we have concentrated our efforts in the southern
half  of  the  United  States  to  minimize  the seasonal fluctuations typically
experienced  within  the  construction  industries.

     We  supplement  our sales and marketing activities through participation in
industry  trade  shows  and  conferences,  direct mail, our Internet website and
advertising  in  local industry publications and the yellow pages in the markets
we  serve.  We have also created a corporate accounts program, which is intended
to  develop  and  manage  our  relationship  with customers having a regional or
national  presence.  Our  logo  and  identifying  marks  are featured on service
trucks,  marketing  materials  and  advertising.

Personnel,  Training  and  Safety

     We  have a comprehensive job training program, which provides classroom and
on-the-job  training  programs  for  our  personnel  based on the model training
program  developed  by  the  National Roofing Contractors Association (NRCA) and
provides  immediate  training  to  roof  laborers in our methods, procedures and
standards  with  an  emphasis  on high quality service.  Our training program is

                                        5
<PAGE>

also  designed  to ensure that all of our roofing laborers meet safety standards
established  by us, our insurance carriers and Federal, state and local laws and
regulations.

     Employee safety is one of our priorities. Our Experienced Modification Rate
for the year 2003 was 0.63 (1.0 is the benchmark); and our average two-year OSHA
Total Case Incident Rate for 2002 and 2003 was 6.71 and 6.63, respectively. Both
of  these  rates  are substantially better than industry averages. Our full-time
Safety  Director  visits  each project site at least twice to inspect and ensure
that  all  safety  issues  are  followed.  Our Safety Director works with senior
management  to observe and evaluate safety procedures in an effort to constantly
improve  the  effectiveness  of our safety programs. We maintain a safety report
database  allowing  senior   management  to   oversee  safety  practices   on  a
company-wide  level.  We seek to have all of our roofing laborers participate in
on-going  training  seminars  and  professional  education  classes.

Competition

     The  commercial  roofing  industry  is  highly fragmented with many roofing
contractors  competing  intensely  with us on a local and regional basis. In the
future, we may encounter competition from new entrants on a regional or national
level.  We  believe  that purchasing decisions in this industry are based on (i)
price,  (ii)  reputation for reliability and quality of services provided, (iii)
long-term  customer  relationships,  and  (iv)  range  of  services provided. We
believe  that our strategy of becoming a leading national provider of commercial
roofing  services  will  enhance our competitive position. In addition, we think
that  our  reputation  for  quality  and performance provides us with a distinct
competitive  advantage.  We believe that the market for our services will expand
as  we  establish  experienced  sales  personnel  on  a  national  basis.

Government  Regulation

     Our  business  and the activities of our roofing contractors are subject to
various  Federal, state, and local laws, regulations and ordinances relating to,
among other things, the licensing and certification of roofing contractors, OSHA
standards,  advertising,  building and zoning regulations and environmental laws
and  regulations  relating  to the disposal of demolition debris and other solid
wastes.  While  we  strive  to  utilize  the  best  industry practices for waste
disposal,  there  can  be  no  assurance  that  we  will  not  encounter  future
environmental  claims,  which  could  have  a  material  adverse  effect  on our
business,  financial  condition  and  results  of  operations.

     In  certain  jurisdictions, we are required to be a licensed contractor. In
addition,  certain jurisdictions require us to obtain a building permit for each
roofing  project.  We  are also subject to certain Federal, state and local laws
and regulations, which, among other things, regulate our advertising, warranties
and  disclosures  to  customers.  Although  we believe that we have been and are
currently in compliance in all material respects with such laws and regulations,
there  can be no assurance that in the future our results of operations will not
be  materially  adversely  affected  by  existing  or  new  laws  or regulations
applicable  to  our  business.

                                        6
<PAGE>

Discontinued  Operations

     In  2000,  we acquired Zenex Communications, which was engaged primarily in
the  wholesale  of  telecommunication  services.   The  primary   products  were
wholesale  calling   cards  and   "one  plus"  long   distance  service.   Zenex
Communications  primarily  marketed  its  product to distributors and switchless
resellers,  who  re-market  the  products  to  retailers.

     Zenex  Communication   was   encumbered   by   an   industry   experiencing
consolidation,  a  commoditization   of  long  distance  minutes,  bankruptcies,
over-capacity  and  economic  downturn.  In November 2002, Communications agreed
with  Red  River  Networks,  LLC,  an  unaffiliated   entity,  to  transfer  its
operations.   Red  River   purchased  Communications'   service  contracts  (its
customers)  for  $27,843  and  acquired  an  option  to purchase Communications'
switching  and  other  telecommunications  equipment  for  the assumption of the
office  lease and $407, 900 in bank borrowings. Pending the exercise or lapse of
the   purchase   option,   Red  River   agreed   to   operate    Communications'
telecommunications  switch  and  system  and  to  pay  its office lease, certain
borrowings  and  certain   long  distance  carrier   charges  in   exchange  for
Communications'  receivables.

     While the parties have never completed definitive agreements, Red River has
continued to service the bank borrowings and has assumed the office lease. If it
were  to  cease  payments,  we  would  again  become  responsible for paying the
borrowings  that  Red  River  is  currently  paying.

     Communications  filed for bankruptcy under Chapter 7 of the U.S. Bankruptcy
Code  on  May  20,  2003,  and  was  discharged  and  dissolved.

Employees

     At March 24, 2004, we had 57 full-time employees, including 41 employees in
field  operations  and  16  managers  and  administrative employees. Our roofing
employees are unionized and covered under a collective bargaining agreement. Our
managers and administrative employees are non-unionized. We have not experienced
any  labor-related  work  stoppages,  and  we  consider  our  relations with our
employees  to  be  good.

Item  2.  Description  of  Property

Facilities  and  Vehicles

     Our  offices  and  shop are in a single, freestanding building located in a
suburban Oklahoma City industrial area.  The office covers 7,580 square feet and
the  shop  and  warehouse  cover  11,142  square  feet.  We  operate  a fleet of
approximately  35 trucks, vans and other vehicles.  We believe that our facility
and  vehicles  are  generally  well  maintained  and  adequate  for  our current
operations.

Item  3.  Legal  Proceedings

     We are, from time to time, parties to various litigation matters arising in
the  normal  course  of  our business, most of which involve claims for personal
injury  and  property  damage incurred in connection with our operations. We are
not  currently  involved  in  any  litigation  that  we  believe,  based  on our
examination  of such matters, is likely to have a material adverse effect on our
financial  condition  or  results  of  operations.

                                        7
<PAGE>

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

     None.

                                    PART II

Item  5.  Market  for  our  Common  Stock  and  Related  Shareholder  Matters

     Our  Common  Stock  is traded on the OTC Bulletin Board and is quoted under
the  symbol  "ZENX.OB".  The  following  table  sets   forth,  for  the  periods
presented,  the  high  and  low bid quotations in the over-the-counter market as
quoted  on  the  OTC  Bulletin  Board.  The  bid quotations reflect inter-dealer
prices  without adjustment for retail markups, markdowns, or commissions and may
not  reflect  actual  transactions.
<TABLE>
<CAPTION>
                                     2003               2002
                                     ----               ----
     Quarter Ended              Low       High      Low      High
                                ---       ----      ---      ----
<S>                            <C>       <C>       <C>       <C>
     March 31                  $0.01     $0.03     $0.01     $0.07
     June 30                   $0.03     $0.08     $0.04     $0.17
     September 30              $0.03     $0.16     $0.13     $0.20
     December 31               $0.10     $0.13     $0.05     $0.10
</TABLE>

Holders  of  our  Common  Stock

     At the date of this report, there are approximately 124 record shareholders
of  our  common  stock.  Approximately 1,000 additional shareholders hold shares
beneficially.

Dividend  Policy

     Our  dividend  policy  is  to  retain  earnings to support the expansion of
operations.  We  do  not  intend  to pay cash dividends in the near future.  Any
future  cash dividends will depend on our future earnings, capital requirements,
financial condition and other factors deemed relevant by the Board of Directors.

Securities  Authorized  Under  Equity  Compensation  Plans

     The  information  required  in  response to Item 201(d) of Regulation SB is
incorporated  herein  by  reference  to our proxy statement to be filed with the
Securities  and  Exchange  Commission pursuant to Regulation 14A, not later than
120  days  after  the  end  of  the  fiscal  year  covered  by  this  report.

Penny  Stock  Trading  Rules

     Our  common stock is subject to the penny stock trading rules.  These rules
impose  additional  duties and responsibilities upon broker-dealers recommending
the purchase of a penny stock (by a purchaser that is not an accredited investor
as  defined  by Rule 501(a) promulgated by the Commission under the 1933 Act) or
the sale of a penny stock.  Among such duties and responsibilities, with respect
to  a  purchaser  who  has  not  previously  had an established account with the
broker-dealer,  the  broker-dealer   is  required  to   (i)  obtain  information
concerning  the  purchaser's  financial  situation,  investment  experience, and

                                        8
<PAGE>

investment objectives and (ii) make a reasonable determination that transactions
in  the  penny  stock  are  suitable for the purchaser and the purchaser (or his
independent  adviser in such transaction has sufficient knowledge and experience
in  financial  matters  and may be reasonably capable of evaluating the risks of
such  transactions,  followed  by receipt of a manually signed written statement
which  sets  forth  the  basis  for  such  determination  and  which informs the
purchaser  that  it  is  unlawful to effectuate a transaction in the penny stock
without  first  obtaining  a  written  agreement  to  the  transaction.

     Until  the  purchaser  becomes  an established customer (i.e., having had a
account  with the dealer for at least one year or, the dealer had effected three
sales or more of penny stocks on three or more different days involving three or
more  different  issuers),  the  broker-dealer  must obtain from the purchaser a
written  agreement to purchase the penny stock which sets forth the identity and
number  of shares or units of the security to be purchased prior to confirmation
of the purchase. A dealer is obligated to provide certain information disclosure
to  the  purchaser  of  a  penny  stock, including (i) a generic risk disclosure
document  which  is required to be delivered to the purchaser before the initial
transaction  in  a  penny  stock, (ii) a transaction-related disclosure prior to
effecting  a  transaction  in  the  penny  stock  (i.e.,  confirmation  of  the
transaction) containing bid and asked information related to the penny stock and
the  dealer's  and  salesperson's  compensation  (i.e.,  commissions, commission
equivalents, markups and markdowns) in connection with the transaction and (iii)
the  purchaser-customer  must  be  furnished  account statements, generally on a
monthly basis, which include prescribed information relating to market and price
information  concerning  the  penny  stocks  held in the customer's account. The
penny  trading rules do not apply to those transactions in which a broker-dealer
or  salesperson  does  not  make  any  purchase  or  sale  recommendation to the
purchaser  or  seller  of  the  penny  stock.

     The  penny  stock trading rules affect your the ability to resell our stock
because  of  the  additional  duties  and  responsibilities  imposed  up  on the
broker-dealers  and  salespersons  recommending  and effecting sale and purchase
transactions  in  such  securities.   Many   broker-dealers   will   not  effect
transactions  in penny stocks, except on an unsolicited basis, in order to avoid
compliance  with  the  penny  stock trading rules. The penny stock trading rules
consequently may materially limit or restrict the liquidity typically associated
with  other  publicly  traded  equity  securities.

     In  this  connection, the holder of Common Stock may be unable to obtain on
resale the quoted bid price because a dealer or group of dealers may control the
market  in  such securities and may set prices that are not based on competitive
forces.  Furthermore,  at times there may be a lack of bid quotes which may mean
that  the  market  among dealers is not active, in which case a holder of Common
Stock  may  be  unable to sell such securities. Because market quotations in the
over-the-counter market are often subject to negotiation among dealers and often
differ  from the price at which transactions in securities are effected, the bid
and  asked  quotations  of  the  Common  Stock  may  not  be  reliable.



                                        9
<PAGE>

Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operations.

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

Introduction

     Our  revenues  are  derived  primarily from comprehensive roofing services,
including re-roofing, restoration and repair, new roof construction, sheet metal
fabrication  and  waterproofing.  We  also  provide  limited residential roofing
services.  Approximately  95% of our 2003 revenues were derived from re-roofing,
restoration and repair services, and 5% were derived from new roof construction.
We also offer maintenance services, which provide recurring revenues and ongoing
interaction  with  our  customers.  Revenues  from  fixed-price construction and
renovation  contracts  are generally accounted for on a percentage-of-completion
basis  using  the  cost-to-cost  method.  The  cost-to-cost  method measures the
percentage  completion  of  a  contract  based  on  total costs incurred to date
compared  to  total estimated costs to completion.  Typically, because of winter
weather  during  the  first  and  fourth calendar quarters of each year, we have
experienced  periods  of  relatively  lower  revenues  and gross profits with no
corresponding  decrease  in  selling,  general  and  administrative  expenses.

     Cost  of  revenues consists primarily of compensation and benefits to field
staff, materials, subcontracted services, parts and supplies, depreciation, fuel
and  other  vehicle expenses and equipment rentals. Our gross profit percentage,
which  is  gross profit expressed as a percentage of revenues, depends primarily
on  the relative proportions of costs related to labor and materials. On jobs in
which  a  higher  percentage of the cost of revenues consists of labor costs, we
typically  achieve  higher  gross margins than on jobs where materials represent
more  of  the  cost  of  revenues.  Margins are also affected by the competitive
bidding  process  and  the  technical  difficulty  of  the  project.   New  roof
construction  work  is  more  likely  to  be  competitively bid than re-roofing,
restoration  and  repair. Typically, re-roofing, restoration and repair jobs are
more  labor  intensive  and  have  higher  margins  than  new roof construction.

Seasonal  and  Cyclical  Nature  of  the  Commercial  Roofing  Industry

     The  construction  industry  is  cyclical  and  is  influenced  by seasonal
factors,  as construction activities are usually lower during winter months than
other  periods.  We attempt to increase winter productivity by concentrating our
business in the southern half of the United States.  Nevertheless, we expect our
revenues  and  operating results generally will be lower in the first and fourth
quarters.

Retention

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

                                       10
<PAGE>

final close-out of the project, including the work of other subcontractors.  The
amount  of  retention  will  vary  based  upon  the  mix  and timing of contract
completion.

Discontinued  Operations

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

     Zenex  Communication    was  encumbered   by   an   industry   experiencing
consolidation,  a   commoditization  of  long  distance  minutes,  bankruptcies,
over-capacity  and  economic  downturn.  In November 2002, Communications agreed
with  Red  River  Networks,  LLC,  an   unaffiliated  entity,  to  transfer  its
operations.    Red  River  purchased  Communications'  service   contracts  (its
customers)  for  $27,843  and  acquired  an  option  to purchase Communications'
switching  and  other  telecommunications  equipment  for  the assumption of the
office  lease and $407, 900 in bank borrowings. Pending the exercise or lapse of
the   purchase   option,   Red   River   agreed   to   operate   Communications'
telecommunications  switch  and  system  and  to  pay  its office lease, certain
borrowings  and  certain  long   distance  carrier   charges  in   exchange  for
Communications'  receivables.

     While the parties have never completed definitive agreements, Red River has
continued to service the bank borrowings and has assumed the office lease. If it
were  to  cease  payments,  we  would  again  become  responsible for paying the
borrowings  that  Red  River  is  currently  paying.

     Communications  filed for bankruptcy under Chapter 7 of the U.S. Bankruptcy
Code  on  May  20,  2003,  and  was  discharged  and  dissolved.

Critical  Accounting  Policies  and  Estimates

General

     Our  discussion  and  analysis  of  our  financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared  in  accordance  with  accounting  principles generally accepted in the
United  States.  The  preparation of these financial statements requires that we
make  estimates  and  judgments  that  affect  the  reported  amounts of assets,
liabilities,  revenues and expenses, and related disclosure of contingent assets
and  liabilities.  On  an  ongoing  basis,  we evaluate our estimates, including
those  related  to  allowance  for  doubtful accounts, the useful lives of fixed
assets, impairment of long-lived assets and income taxes.  We base our estimates
on  historical experience and on various other assumptions that we believe to be
reasonable  under  the  circumstances,  the  results of which form the basis for
making  judgments  about  the carrying values of assets and liabilities that are
not  readily  apparent from other sources.  Actual results may differ from these
estimates  under  different  assumptions  or  conditions.

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


                                       11
<PAGE>

Revenue  Recognition

     We  recognize fixed price contract revenues on the percentage-of-completion
method of accounting, measured by the percentage of cost incurred to date to the
estimated total cost for each contract.  We consider the total cost method to be
the  best available measure of progress on the contracts.  We recognize revenues
from  cost-plus-fee contracts based on costs incurred during the period plus the
fee  earned,  measured  by  the  cost-to-cost  method.

     Contract  costs  include  all  direct  material  and  labor costs and those
indirect  costs  related  to  contract  performance,  such  as  indirect  labor,
interest,  depreciation  and  supplies. Our general and administrative costs are
charged  to  expense  as  incurred.  We  make provisions for estimated losses on
uncompleted contracts in the period in which such losses are determined. Changes
in  job  performance,  job conditions, and estimated profitability may result in
revisions  to  costs  and  income, which we recognize in the period in which the
revisions  are  determined.

     The  asset  "Costs  and  estimated  earnings  in  excess  of  billings  on
uncompleted  contracts"  represents  revenues  recognized  in  excess of amounts
billed.  The  liability  "Billings  in excess of costs and estimated earnings on
uncompleted  contracts"  represents  billings  in excess of revenues recognized.

Property  and  Equipment

     Property  and equipment are stated at cost, net of accumulated depreciation
and  amortization.  Property  and  equipment are depreciated using straight-line
and  accelerated  methods  over  the estimated useful lives of the assets, which
range  from  five  to  ten  years.

Results  of  Operations  -  2003  vs.  2002

     Revenues.  Revenues  for the year ended December 31, 2003 were $19,309,814.
Revenues for the year ended December 31, 2002, were $2,869,792.  The periods are
not  comparable.  Revenues  for  2003 reflect an entire year of Aduddell Roofing
operations.  Revenues from 2002 primarily reflect the fourth quarter revenues of
Aduddell  Roofing,  which  was  acquired  effective  October  1, 2002.  Aduddell
Roofing  (pro  forma)  revenues  for  the  year  ended  December  31, 2002, were
approximately  $12.5  million.  See  footnote 19.  The increase in 2003 revenues
from  2002  revenues  resulted from:  (i) work on a General Motors facility that
suffered  catastrophic storm damage in May 2003 ($3.7 million), and (ii) general
increases  in  sales  efforts.

     Operating  Expenses.  Operating  expenses  for  the year ended December 31,
2003,  were  $17,722,745  or 92%. Operating expenses for the year ended December
31,  2002,  were  to  $3,345,049  or  116.5%  of  revenue.  The  periods are not
comparable.  Operating  expenses  for  2003  reflect  an entire year of Aduddell
Roofing operations, while the operating expenses from 2002 primarily reflect the
fourth  quarter  revenues  of  Aduddell  Roofing.  Aduddell  Roofing (pro forma)
operating  expenses  for  the  year  ended December 31, 2002, were approximately
$12.7 million. See footnote 19. The percentage of operating expenses to revenues
for 2003 is generally consistent with Aduddell Roofing's historical performance.

                                       12
<PAGE>

The  level  of  operating  expenses  for  the  year ended December 31, 2002, was
impacted  by higher costs associated with increases in sales staff and increased
insurance  rates.

     Operating  Income  (Loss). Operating income for the year ended December 31,
2003,  was  $1,240,544  compared  to  an operating loss of $753,682 for the year
ended  December  31,  2002. Again, the periods are not comparable since the 2002
results  reflect  only  the  fourth  quarter activities of Aduddell Roofing. The
strength of the 2003 operating income was largely attributable to second quarter
operating  income  of  $1,377,932,  which resulted from increased revenue due to
tornado  damage  during  the  second  quarter.  The  2002  operating  loss  was
attributable  to  $320,000 in merger costs and a loss of $271,000 on the sale of
securities.  The 2002 operating results were also affected by Aduddell Roofing's
loss  of  $266,000.

     Discontinued  Operations.  The  operations  of  Zenex  Communications  were
discontinued  in  the  fourth  quarter  of 2002. For the year ended December 31,
2002, we realized a loss of $1,146,457. Included in the loss is the write-off of
$713,703  in  unamortized  goodwill.  For  the  year ended December 31, 2003, we
realized  a  net  gain  of  $122,000  from  the discontinued operations of Zenex
Communications.  The  net  gain  includes  a  loss  on  the sale of discontinued
operations  of  $1,190,335  and  a  gain from the forgiveness of debt due to the
insolvency  filing  of  Zenex  Communications  of  $1,312,777.

     The  Company  has  transferred  much  of  the  former  operations  of Zenex
Communications  to an unaffiliated third party, Red River Network, LLC, although
the transaction documents have not been signed. The Company has guaranteed Zenex
Communication  notes  totaling  approximately $332,000 at December 31, 2003. Red
River  is  currently  servicing  these notes. If Red River does not complete the
acquisition,  the  Company  would be required to service approximately $7,000 in
monthly  principal  and  interest  payments  under  the  notes.

     Net Income (Loss). The net income for the year ended December 31, 2003, was
$1,362,986,  compared  to $(1,900,139) for the year ended December 31, 2002. Net
income  for  2003 was aided by operating net income of $1,240,544 and a net gain
of  $122,442 resulting from the discontinued operations of Zenex Communications.
The net loss for 2002 is a combination of the operating loss of $753,682 and the
loss  from discontinued operations of $1,146,457. Aduddell Roofing had a $88,000
loss  for  the  (pro  forma)  year  ended  December 31, 2002. These results were
influenced  by  the  factors  identified above under Operating Income (Loss) and
Discontinued  Operations.

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

Liquidity  and  Capital  Resources

Year  Ended  December  31,  2003

     Total assets increased from $7,586,359 to $8,239,663, liabilities decreased
from $5,369,668 to $4,413,354 and shareholders' equity increased from $2,216,691
to  $3,826,309  from  December  31, 2002, to December 31, 2003.  The increase in

                                       13
<PAGE>

assets comes from higher account receivables and costs and estimated earnings in
excess  of  billings,  which  stem  from  greater  activity.

     Net  cash  decreased  from  $612,844  at  December 31, 2002, to $400,407 at
December  31,  2003,  primarily  due  to  reductions  in current liabilities and
long-term  debt.  For  the  year  ended  December 31, 2003, net cash provided by
operating  activities was $550,924. Net cash used in investing activities during
this  period  was  $82,208.  Net  cash  used by financing activities during this
period  was  $678,694,  primarily  from  reductions  of  the  line of credit. At
December  31,  2003,  we had a working capital of $964,366 compared to a working
capital  deficit  at  December  31,  2002,  of $589,487. The increase in working
capital  resulted  from higher levels of activity, which generated more cash and
account  receivables.

Off-Balance  Sheet  Arrangements

     We  have  operating  leases and a loan guaranty that are not accrued on the
balance sheet.  The payments due under these leases are disclosed in footnote 16
and  contingent  a  loan  guaranty are disclosed in footnote 18 of the Financial
Statements.  Other  than  these  leases  and  guaranties, we have no contractual
commitments  that  do  not appear on the balance sheets as of December 31, 2003:

Adequacy  of  Current  Liquidity

     We  meet  all  of  our funding needs for ongoing operations with internally
generated  cash  flows from operations, with bank credit lines and with existing
cash  and  short-term  investment balances.  We believe that existing cash, cash
equivalents,  and  short-term  investments,  together  with  cash generated from
operations,  will  be  sufficient  to  meet  our cash requirements for 2004.  To
ensure available capital, we maintain a $2.0 million line of credit.  The credit
line  balance  at  December  31,  2003,  was  $733,743.   We  have  no  material
commitments  for  capital  expenditures  at  this  time.









                                       14
<PAGE>

                                  RISK FACTORS

You  should  carefully  consider  the  risks  described  below in evaluating our
businesses.

Dependence  on  Experienced  Sales  Personnel  for  Growth

     We  intend  to  grow primarily through the efforts of our experienced sales
personnel,  who  operate  within  strategic areas to expand our existing and new
markets.  Our  growth  strategy  presents  risks  that,  singularly  or  in  any
combination, could materially adversely affect our business, financial condition
and  results  of  operations.  These  risks include the possibility of increased
competition  for  a  limited number of persons, the inability of such persons to
deliver  their  historical  customer  base, and lower profit margins from higher
sales  costs.  The  success  of our growth strategy will depend on the extent to
which  we  are  able to identify, hire and retain experienced and talented sales
personnel,  and  no  assurance  can  be  given  that  our strategy will succeed.
Competition  for  experienced  and talented personnel could limit our ability to
locate  these  persons  and  could  increase  the  cost of their employment. See
"Business  -  Aduddell  Roofing".

Seasonality;  Quarterly  Fluctuations;  General  Economic  Conditions

     Our  results  of  operations  and  the demand for our roofing services will
fluctuate from quarter to quarter due to a variety of factors, including adverse
weather conditions. For example, mild, dry weather results in reduced demand for
repair  services.  Conversely,  adverse weather increases the number of roofs in
need  of  repair,  but  due  to the increased demand and the inability to render
services  during  such  periods,  severe  weather can delay the time it takes to
complete  a roofing project. While we attempt to concentrate our business in the
southern  half  of  the United States to increase winter productivity, we expect
our  revenues  and  operating  results  generally will be lower in the first and
fourth  quarters.  The  roofing  industry  is  sensitive to economic conditions,
including  national,  regional  and local slowdowns in construction, commercial,
industrial  and/or  real  estate  activity  and  weakening  demand  for  roofing
services.   New  roof  construction  is  particularly   sensitive  to   economic
conditions.  Our  operating  results  may  be adversely affected by increases in
interest  rates that may lead to a decline in economic activity. There can be no
assurance  that  adverse  economic  conditions  will not have a material adverse
effect  on  our  business,  financial  condition  and  results  of  operations.

Factors  Affecting  Internal  Growth

     Our  ability  to  increase  revenues  will  be affected by various factors,
including  demand  for  commercial  roofing  services, our ability to expand the
range of services offered to customers, our ability to develop more regional and
national accounts and other marketing programs in order to attract new customers
and  our  ability  to  attract and retain a sufficient number of skilled roofing
labor  and  other  necessary  personnel.  Many  of  these factors are beyond our
control,  and  there  can be no assurance that our operating and internal growth
strategies  will  be  successful  or  that we will be able to generate cash flow
adequate  for  our  operation  and  to  support  internal  growth.

                                       15
<PAGE>

Competition

     The commercial roofing industry is highly fragmented and competitive and is
served  principally  by  small, owner-operated private companies. We compete for
sales  with  numerous roofing companies in our markets. Certain of these smaller
competitors have lower overhead cost structures and may be able to provide their
services  at  lower  rates. There can be no assurance that we will not encounter
increased  competition from existing competitors or new market entrants that may
be  significantly  larger and have greater financial and marketing resources. In
addition,  to  the  extent existing or future competitors seek to gain or retain
market  share  by reducing prices, we may be required to lower our prices, which
may  adversely affect operating results. Existing or future competitors also may
seek  to  compete  with  us  for  experienced  sales personnel. Other commercial
roofing  companies  may  have greater financial and other resources, which could
have  the  effect  of increasing the cost of hiring experienced sales personnel.

Dependence  on  Key  Personnel

     Our  operations  depend on the continuing efforts of our executive officers
and  on  our  existing  sales  personnel and sales personnel that we hire in the
future.  Our  business  could  be  affected  adversely  if  these persons do not
continue  in  their  management  roles  or sales capacities and we are unable to
attract  and  retain  qualified  replacements.

Control  by  Existing  Shareholder

     Tim  Aduddell,  a  director,  beneficially  owns approximately 67.4% of the
outstanding  Common  Stock.  He has substantial influence on us, which influence
might  not  be  consistent  with the interests of other shareholders, and on the
outcome  of any matters submitted to our shareholders for approval. Mr. Aduddell
is  able  to  exercise  control  over our affairs, including the election of the
entire  Board  of  Directors and any matter submitted to a vote of shareholders.

Regulation

     Our  business  and the activities of our roofing contractors are subject to
various  Federal, state, and local laws, regulations and ordinances relating to,
among other things, the licensing and certification of roofing contractors, OSHA
standards,  advertising,  building and zoning regulations and environmental laws
and  regulations  relating  to the disposal of demolition debris and other solid
wastes.  While  we  strive  to  utilize  the  best  industry practices for waste
disposal,  there  can  be  no  assurance  that  we  will  not  encounter  future
environmental  claims,  which  could  have  a  material  adverse  effect  on our
business,  financial  condition  and  results  of  operations.

     In  certain  jurisdictions, we are required to be a licensed contractor. In
addition,  certain jurisdictions require us to obtain a building permit for each
roofing  project.  We  are also subject to certain Federal, state and local laws
and regulations, which, among other things, regulate our advertising, warranties
and  disclosures  to  customers.  Although  we believe that we have been and are
currently in compliance in all material respects with such laws and regulations,
there  can be no assurance that in the future our results of operations will not
be  materially  adversely  affected  by  existing  or  new  laws  or regulations
applicable  to  our  business.

                                       16
<PAGE>

Potential  Effect  of  Shares  Eligible for Future Sale on Price of Common Stock

     We  currently have 48,737,921 shares of Common Stock outstanding.  Of these
shares,  30,306,523  are  "restricted"  under Federal securities laws and may be
resold publicly only following their effective registration under the Securities
Act  of  1933,  as  amended  (the "Securities Act"), or pursuant to an available
exemption  (such  as  provided  by Rule 144 under the Securities Act following a
holding  period  for  previously  unregistered  shares)  from  the  registration
requirements of the Securities Act.  Sales made pursuant to Rule 144 must comply
with  our applicable holding periods, volume limitations and other requirements.
Some  of  these  shares  are  currently  eligible  for sale under Rule 144.  The
effect,  if  any, of the availability for sale, or sale, of the shares of Common
Stock  eligible  for  future  sale  on  the  market  price  of  the Common Stock
prevailing  from  time  to  time is unpredictable, and no assurance can be given
that  the  effect  will  not  be  adverse.

Restrictions  on  Dividends;  Dependence  on  Subsidiaries

     We  are  dependent  on  the  cash  flow of and the transfer of funds by our
subsidiary,  Aduddell  Roofing.  These  transfers  may  be in the form of loans,
dividends  or  otherwise  to meet our financial obligations. This subsidiary and
any  future  subsidiary  will  be  distinct  legal  entities  and  will  have no
obligation, contingent or otherwise, to transfer funds to us. Our ability to pay
dividends  on  the  Common  Stock could be restricted by the terms of subsequent
financings  and  shares  of  Preferred  Stock  that  may  be  issued  in  future
transactions.

Liability  and  Insurance

     Our  business  exposes  us to potential claims for personal injury or death
resulting  from injuries to our employees and other persons caused in connection
with  our  maintenance, repair or installation of roofing systems. Certain types
of  claims,  such  as  claims  for  punitive damages or for damages arising from
intentional  misconduct,  are  generally  not covered by our insurance. We carry
comprehensive  insurance subject to a deductible. There can be no assurance that
existing  or  future  claims will not exceed the level of our insurance, or that
such  insurance  will continue to be available on economically reasonable terms,
if  at  all.

Our  shares  are  a  "penny  stock"  within  the  meaning of Rule 3a-51-1 of the
Securities  Exchange  Act,  which  affects  your  ability  to  sell your shares.

     Our shares will be subject to the Penny Stock Reform Act, which will affect
your  ability  to  sell  your  shares  in the secondary market. This act defines
shares  such as ours as "penny stocks" since they are not listed on a nationally
approved  exchange  or  the  Nasdaq  stock  market,  do not meet certain minimum
financing  requirements, or do not have a bid price of at least $5.00 per share.
Broker-dealer  practices  in  connection with transactions in "penny stocks" are
regulated by the SEC. Rules associated with transactions in penny stocks include
the  following:

     -  the  delivery  of  standardized  risk  disclosure  documents;

                                       17
<PAGE>

     -  the provision of other information such as current bid/offer quotations,
        compensation  to  be  provided  broker-dealer  and  salesperson, monthly
        accounting for  penny  stocks  held  in  the  customers  account;

     -  written  determination that the penny stock is a suitable investment for
        purchaser;

     -  written  agreement  to  the  transaction  from  purchaser.

     These disclosure requirements and the wide fluctuations that "penny stocks"
often experience in the market may make it difficult for you to sell your shares
in  the  secondary  market.

Our  stock price is low and may suffer future volatility, impairing your ability
to  sell  your  shares  at  or  above  purchase  price.

     The  market  price  for  our  common  stock  is low and trading volumes are
relatively small. Until and unless we can make Zenex profitable, our stock price
will  likely be highly volatile. The volatility of our stock could be subject to
continued  wide  fluctuations  in  response  to many risk factors listed in this
section,  and  others  beyond  our  control,  including:

     -  announcements  of  developments  relating  to  our  business;

     -  fluctuations  in  our  operating  results;

     - investors' reactions to announcements or our forecasts of future results;

     -  general  conditions  in  the  construction  industry;

     -  changes  in  the  economy;

     .-  changes  in  our  relationships  with  our  customers  and  suppliers.

     We  are  the only publicly held roofing company in the United States. While
our  unique  position  may  have  advantages, the absence of other publicly held
roofing  companies  may  make it more difficult to attract investor attention in
the  marketplace  and the market price of our stock may be affected as a result.
We  cannot  assure  you  that  the  market  price  of  our common stock will not
experience  significant  fluctuations in the future, including fluctuations that
are  unrelated  to  our  performance.

Item  7.  Financial  Statements

     The  financial  statements are presented beginning on page F-1 thru F-23 of
this  report

Item  8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial  Disclosure.

     There  have  been  neither  changes  in nor disagreements with accountants.


                                       18
<PAGE>

Item  8A.  Controls  and  Procedures

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

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

                                    PART III

Item  9.  Directors  and  Executive  Officers  of  the  Registrant

     The information required in response to this Item is incorporated herein by
reference  to  our  proxy statement to be filed with the Securities and Exchange
Commission  pursuant to Regulation 14A, not later than 120 days after the end of
the  fiscal  year  covered  by  this  report.

Item  10.  Executive  Compensation

     The information required in response to this Item is incorporated herein by
reference  to  our  proxy statement to be filed with the Securities and Exchange
Commission  pursuant to Regulation 14A, not later than 120 days after the end of
the  fiscal  year  covered  by  this  report.

Item  11.  Security  Ownership  of  Certain Beneficial Owners and Management and
Related  Stockholder  Matters

     The information required in response to this Item is incorporated herein by
reference  to  our  proxy statement to be filed with the Securities and Exchange
Commission  pursuant to Regulation 14A, not later than 120 days after the end of
the  fiscal  year  covered  by  this  report.

Item  12.  Certain  Relationships  and  Related  Transactions

     The information required in response to this Item is incorporated herein by
reference  to  our  proxy statement to be filed with the Securities and Exchange
Commission  pursuant to Regulation 14A, not later than 120 days after the end of
the  fiscal  year  covered  by  this  report.

                                       19
<PAGE>

Item  13.  Exhibits  and  Reports  on  Form  8-K

(a)  Exhibits

       Exhibit No.             Description of Exhibit

          2.1          Agreement and Plan of Split-off and Merger, dated  as  of
                       September 27, 2002, by  and  among  Zenex  International,
                       its subsidiary  and  Aduddell Roofing (filed  as  exhibit
                       to  our  Form  8-K/A  filed  on  November  15,  2002)

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

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

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

          3.4          Amendment to the Articles of Incorporation changing Zenex
                       Telecom,  Inc.  to  Zenex  International, Inc.  effective
                       August 6, 2002  (filed as exhibit to our Form  8-K  filed
                       on  August  154,  2002)

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

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

         10.3          Registration  Rights  Agreement dated May 5, 2000, by and
                       between  Lone  Energy,  Inc.   and   Switchless  Reseller
                       Services,  Inc.  (filed  as  exhibit  to the Registrant's
                       Annual Report  on Form 10-KSB for the year ended December
                       31, 2002)   (filed   as   exhibit   to   our   Form   S-3
                       Registration Statement filed on August 2, 2000).

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

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

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

         10.7          Service  Agreement  dated  November  25, 2002,  with  Red
                       River Network, LLC,   as  amended  (filed  as  exhibit to
                       the Registrant's Annual Report on  Form  10-KSB  for  the
                       year  ended  December  31,  2002)   Assignment  Agreement
                       dated  December  4,  2002,  between  Time Advisors,

         10.8          L.P. and  Red River Network, LLC (filed as exhibit to the

                                       20
<PAGE>

                       Registrant's  Annual Report  on  Form 10-KSB for the year
                       ended December 31, 2002)

         14            Code of  Ethics  for  Directors  and  Executive  Officers

         21.1          Subsidiaries  of  Zenex

         31.1          Rule  13a-14(a)  Certifications

         32.1          Section  1350  Certification
---------------------------------
         *  Denotes a management contract or compensatory plans or arrangements.

(b)  Reports  on  Form  8-K:

Item  14.  Principal  Accountant  Fees  and  Services

     The information required in response to this Item is incorporated herein by
reference  to  our  proxy statement to be filed with the Securities and Exchange
Commission  pursuant to Regulation 14A, not later than 120 days after the end of
the  fiscal  year  covered  by  this  report.






























                                       21
<PAGE>

                                   SIGNATURES

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

                                     Zenex  International,  Inc.

March  30,  2004                     By:/s/Ron  Carte
                                        ----------------------------------------
                                        President and Chief Executive Officer

                                     By:/s/Debra  G.  Morehead
                                        ----------------------------------------
March  30,  2004                        Chief Financial Officer

     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  dates  indicated.

      Name                           Title                             Date
      ----                           -----                             ----

/s/Ron  Carte            Chairman  of  the  Board  of             March 30, 2004
                         Directors, President and
                         Chief Executive Officer

/s/Debra  G.  Morehead   Secretary/Treasurer and                  March 30, 2004
                         Chief Financial Officer
                         and a Director

/s/ Tim Aduddell         Director                                 March 30, 2004






                                       22
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 and 2001


                                    Contents


Independent  Auditor's  Report                                              F-3

Audited  Consolidated  Financial  Statements:

     Consolidated  Balance  Sheets                                        F-5-6

     Consolidated  Statements  of  Operations                             F-7-8

     Consolidated  Statements  of  Stockholders'  Equity                    F-9

     Consolidated  Statements  of  Cash  Flows                          F-10-11

     Notes  to  the  Financial  Statements                              F-12-23




















                                      F-1
<PAGE>

                          Independent auditor's Report




Stockholders  and  Board  of  Directors
Zenex  International,  Inc.

We  have  audited  the  accompanying   consolidated  balance  sheets   of  Zenex
International,  Inc.  as  of  December  31,  2003  and  2002,  and  the  related
consolidated  statements of operations, 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.  Those  standards  require that we plan and perform the
audit  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 the 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 2003 and 2002 consolidated financial statements referred to
above  present fairly, in all material respects, the financial position of Zenex
International,  Inc.  as  of  December 31, 2003 and 2002, and the results of its
operations  and  its  cash  flows  for  the  years then ended in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

Sutton  Robinson  Freeman  &  Co.,  P.C.
Certified  Public  Accountants

Tulsa,  Oklahoma
March  16,  2004



                                      F-3

<PAGE>
                            ZENEX INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEETS
                                  DECEMBER 31,

<TABLE>
<CAPTION>
                                                         2003          2002
                                                    -----------     -----------

                                     Assets
Current  Assets
<S>                                                 <C>             <C>
  Cash                                              $   400,407     $   612,844
  Accounts receivable                                 3,210,159       2,684,215
  Costs and estimated  earnings  in  excess  of
    billings on uncompleted contracts                   941,635          12,477
  Shareholder  receivable                                     -           1,828
  Officer receivable                                    214,562         213,672
  Income  tax  receivable                                     -         136,592
  Prepaid expenses                                       96,337         208,320
  Employee and other receivables                         95,454         239,063
                                                    -----------     -----------
                                                      4,958,554       4,109,011
                                                    -----------     -----------


Non-Current  Related  Party  Receivable               1,669,343       1,615,693
                                                    -----------     -----------


Property and Equipment                                1,779,557       1,758,666
  Less:  accumulated depreciation                    (1,219,301)     (1,129,267)
                                                    -----------     -----------
                                                        560,256         629,399
                                                    -----------     -----------

Other
  Marketable equity securities                            4,510           2,050
  Deferred tax asset                                  1,047,000       1,230,206
                                                    -----------     -----------
                                                      1,051,510       1,232,256
                                                    -----------     -----------

                                                    $ 8,239,663     $ 7,586,359
                                                    ===========     ===========
</TABLE>



    See accompanying notes to financial statements and accountant's report.

                                      F-5

<PAGE>

                            ZENEX INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEETS
                                  DECEMBER 31,

<TABLE>
<CAPTION>
                                                         2003          2002
                                                    -----------     -----------
       Liabilities and Stockholders' Equity

Current  Liabilities
<S>                                                 <C>             <C>
  Advances on line of credit                        $   733,743     $ 1,175,000
  Current portion of long-term debt                     872,401         906,442
  Accounts and subcontract payables                   1,696,051       1,453,548
  Zenex stock acquisition payable  (note 11)                  -         317,647
  Accrued liabilities                                   285,179         346,360
  Insurance payable                                      42,579         179,168
  Income  tax  payable                                  161,597               -
  Billings in excess of costs and estimated
    earnings on uncompleted contracts                   202,638         320,333
                                                    -----------     -----------
                                                      3,994,188       4,698,498
                                                    -----------     -----------

  Long-Term Debt (Net of Current Portion)               419,166         582,353
                                                    -----------     -----------

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

Stockholders'  Equity
  Preferred stock ($0.001 par value, 20,000,000
    shares authorized, no shares issued and                   -               -
     outstanding)
  Common stock ($0.001 par value, 100,000,000
    shares  authorized,  47,836,558  and
    48,342,290 shares  issued and outstanding
    at  December  31, 2003 and 2002)                     47,836          48,342
  Paid-in capital                                     4,861,532       4,616,853
  Unrealized gain (loss) on available-for-sale
    securities                                          (18,945)        (21,404)
  Retained earnings (deficit)                        (1,064,114)     (2,427,100)
                                                    -----------     -----------
                                                      3,826,309       2,216,691
                                                    -----------     -----------

                                                    $ 8,239,663     $ 7,586,359
                                                    ===========     ===========
</TABLE>

    See accompanying notes to financial statements and accountant's report.

                                      F-6

<PAGE>

                            ZENEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  DECEMBER 31,

<TABLE>
<CAPTION>
                                                         2003          2002
                                                    -----------     -----------
<S>                                                 <C>             <C>
Revenues                                            $ 19,309,814    $ 2,869,792

Operating  Expenses
  Cost  of  sales                                     16,210,622      2,955,637
  Selling,  general  and  administrative               1,423,122        370,848
  Warranty  expense                                       89,001         18,564
                                                    ------------    -----------
                                                      17,722,745      3,345,049
                                                    ------------    -----------

Operating  Income  (Loss)                              1,587,069       (475,257)

Other  Income  (Expense)
  Interest  income                                        74,157         25,704
  Merger  related  expenses                                    -       (320,000)
  Realized  (loss)  on  sale  of  securities                   -       (270,951)
  Gain  (loss)  on  sale  of equipment                      (868)         6,510
  Other  income                                           18,252          2,720
                                                    ------------    -----------
                                                          91,541       (556,017)
                                                    ------------    -----------

Net  Income  (Loss)  from  Operations
  Before  Income  Taxes                                1,678,610     (1,031,274)

  Income  tax  (expense)  benefit                       (438,066)       277,592
                                                    ------------    -----------

Net  Income  (Loss)  Before  Discontinued
  Operations  and  Sale  of  Discontinued
  Business                                             1,240,544       (753,682)

Discontinued  Operations

  Income  (loss)  from  discontinued  business
    operations  net  of income taxes                           -     (1,146,457)

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

  Gain  (loss)  on  sale  of  discontinued
    operations  net of income taxes                   (1,190,335)             -
                                                    ------------    -----------

Net  Income  (Loss)                                    1,362,986     (1,900,139)
</TABLE>


    See accompanying notes to financial statements and accountant's report.

                                      F-7

<PAGE>

                            ZENEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                  DECEMBER 31,

<TABLE>
<CAPTION>
                                                         2003          2002
                                                    -----------     -----------
Other  Comprehensive  Income
<S>                                                 <C>             <C>
  Unrealized  holding  gains  (losses)                     2,459       (275,392)
  Reclassification  adjustment                                 -        270,882
                                                    ------------    -----------

Comprehensive  Income  (Loss)                       $  1,365,445    $(1,904,649)
                                                    ============    ===========

  Primary  Earnings (Loss) per Share                $      0.028    $    (0.039)
                                                    ============    ===========
  Fully  Diluted Earnings (Loss) per Share          $      0.017    $    (0.039)
                                                    ============    ===========

  Earnings  (Loss)  per  Share  from
    Discontinued  Operations                        $      0.002    $    (0.024)
                                                    ============    ===========

  Earnings  (Loss)  per  Share  from
    Continuing  Operations                          $      0.026    $    (0.015)
                                                    ============    ===========
</TABLE>






    See accompanying notes to financial statements and accountant's report.
















                                      F-8

<PAGE>

                            ZENEX INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 For the Years Ended DECEMBER 31, 2003 and 2002

<TABLE>
<CAPTION>
                                                                                            Unrealized
                                  Shares of                      Additional                   Holding       Total
                                    Common   Common   Treasury     Paid in     Accumulated     Gains     Stockholders'
                                    Stock     Stock     Stock      Capital       Deficit      (Losses)      Equity
                                 -------------------------------------------------------------------------------------
<S>                              <C>         <C>       <C>        <C>         <C>            <C>         <C>
Balance at December 31, 2001     27,508,290  $ 27,508  $     -    $1,351,953  $  (526,961)   $(270,882)  $   581,618
                                 ----------  --------  -------    ----------  -----------    ---------   -----------
  Common Stock Issued for Cash    3,334,000     3,334        -        96,666            -            -       100,000
  Common Stock Issued for
    Services                      7,500,000     7,500        -       232,500            -            -       240,000
  Common  Stock  Issued
    for  Acquisition             10,000,000    10,000        -     2,935,734            -      (16,894)    2,928,840
    Unrealized Holding (Loss)             -         -        -             -            -       (4,510)       (4,510)
    Realized  Holding  (Loss)             -         -        -             -            -      270,882       270,882
  Net Loss                                -         -        -             -   (1,900,139)           -    (1,900,139)
                                 ----------  --------  -------    ----------  -----------    ---------   -----------
Balance at December 31, 2002     48,342,290    48,342        -     4,616,853   (2,427,100)     (21,404)    2,216,691
                                 ----------  --------  -------    ----------  -----------    ---------   -----------

  Common  Stock  Issued
    Earn-Out  Conversion          2,494,268     2,494        -       241,679            -            -       244,173
  Non Performance Shares         (3,000,000)   (3,000)       -         3,000            -            -             -
  Unrealized Holding Gain                 -         -        -             -            -        2,459         2,459
  Net  Income                             -         -        -             -    1,362,986            -     1,362,986
                                 ----------  --------  -------    ----------  -----------    ---------   -----------

Balance at December 31, 2003     47,836,558  $ 47,836  $     -    $4,861,532  $(1,064,114)   $ (18,945)  $ 3,826,309
                                 ==========  ========  =======    ==========  ===========    =========   ===========
</TABLE>





    See accompanying notes to financial statements and accountant's report.

                                      F-9

<PAGE>

                            ZENEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        For the Years ended DECEMBER 31,

<TABLE>
<CAPTION>
                                                         2003          2002
                                                    -----------     -----------

Cash  Flows  from  Operating  Activities
<S>                                                 <C>             <C>
  Net income (loss)                                 $ 1,365,445     $(1,900,139)

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

    Depreciation and amortization                       176,633         254,822
    Investments transferred for compensation                  -          64,368
    Issuance of debt for interest expense                 1,404               -
    Bad  debt  write-off                                      -         189,899
    Gain on sale of property and equipment            1,127,883          (6,510)
    Realized gain on forgiveness of debt             (1,312,777)              -
    Realized loss on disposal of securities                   -         270,813
    Issuance of common stock for services                     -         240,000
    (Increase)  Decrease  from  changes  in:
      Accounts receivable                              (525,944)        194,204
      Costs  and  estimated  earnings  in
        excess  of billings  on
        uncompleted  contracts                         (929,158)        997,592
      Shareholder  receivable                             1,828          (1,828)
      Officer  receivable                                  (890)           (718)
      Income  tax  receivable                           136,592        (107,000)
      Related  party  receivable                        (53,650)        (25,591)
      Deferred  taxes                                    94,559        (972,649)
      Deposits                                                -           2,594
      Inventory                                               -           7,000
      Prepaid  expenses                                 111,983          95,572
      Employee and other receivables                    143,609         238,373
    Increase  (Decrease)  from  changes  in:
      Accounts payable                                  377,772         299,497
      Insurance  payable                               (136,589)        (81,717)
      Accrued liabilities                               (71,678)        197,704
      Income  tax  payable                              161,597               -
      Billings in excess of costs and estimated
        earnings on uncompleted contracts              (117,695)        (30,599)
      Prepayments  and  customer deposits                     -          41,797
                                                    -----------     -----------

  Net adjustments to net income                        (814,521)      1,867,623
                                                    -----------     -----------

  Net cash provided (used) by operating activities      550,924         (32,516)
                                                    -----------     -----------
</TABLE>

    See accompanying notes to financial statements and accountant's report.

                                      F-10

<PAGE>

                            ZENEX INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        For the Years ended DECEMBER 31,

<TABLE>
<CAPTION>
                                                         2003          2002
                                                    -----------     -----------
Cash  Flows  from  Investing  Activities
<S>                                                 <C>             <C>
  Cash  received  from  Aduddell  acquisition                 -         448,331
  Proceeds from sale of property and equipment            5,000           4,000
  Purchase of property and equipment                    (87,208)       (199,203)
                                                    -----------     -----------

  Net cash used by investing activities                 (82,208)        253,128
                                                    -----------     -----------

Cash  Flows  from  Financing  Activities
  Change  in  notes  receivable                               -           1,000
  Net  change  in  line  of  credit                    (441,257)        (25,000)
  Proceeds  from  long-term  debt                       249,953         546,070
  Retirement  of  long-term  debt                      (487,390)       (230,177)
  Proceeds  from  issuance of common stock                    -         100,000
                                                    -----------     -----------

  Net cash provided (used) by financing activities     (678,694)        391,893
                                                    -----------     -----------

Net Increase (Decrease) in Cash                        (209,978)        612,505

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

Cash  at  End  of  Period                           $   402,866     $   612,844
                                                    ===========     ===========

Supplemental  Disclosure  of  Cash  Flow
  Information

  Cash  paid  for:
    Interest                                        $   150,850     $   149,181
    Taxes                                                 3,103             634

Supplemental  Schedule  of  Non-Cash
  Investing  and  Financing  Activities

  Fixed asset additions                             $    38,803     $    28,557
                                                    -----------     -----------
  Liabilities  assumed or incurred                  $    38,803     $    28,557
                                                    ===========     ===========

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

  Common stock issued for services                  $    35,000     $   240,000
                                                    ===========     ===========
</TABLE>



    See accompanying notes to financial statements and accountant's report.

                                      F-11

<PAGE>

                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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

Organization  and  Nature  of  Business

Zenex  International,  Inc.  (formerly  Zenex Telecom, Inc.) was incorporated on
March 4, 1991, in the state of Colorado.  On November 15, 2001, the shareholders
approved  the  change of the corporate name from Lone Wolf Energy, Inc. to Zenex
Telecom, Inc., which was changed on August 3, 2002, to Zenex International, Inc.
(the  "Company").

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

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

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

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


                                      F-12
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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

The  Company's  December  31,  2003 consolidated balance sheet includes Aduddell
Roofing.  The  December  31,  2002, consolidated balance sheet includes Aduddell
Roofing  and  Zenex  Communications.  The  assets  of  Zenex  Communications and
approximately  $407,900 of notes were sold and assumed in April 2003 pursuant to
the  Red River Agreements. The consolidated statement of operations for the year
ended  December  31,  2003,  includes  Aduddell  Roofing  and  the  discontinued
operations of Zenex Communications. The consolidated statement of operations for
the  year  ended  December  31,  2002, includes Aduddell Roofing from October 1,
2002,  and  the discontinued operations of Zenex Communications. All significant
inter-company  accounts  have  been  eliminated  in  the  consolidated financial
statements.  The  consolidated  financial  statements  include  all adjustments,
which,  in  the  opinion  of  management  are  necessary  in  order  to make the
statements  not  misleading.

Revenue  Recognition

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

Contract  costs  include  all direct material and labor costs and those indirect
costs  related  to  contract  performance  such  as  indirect  labor,  interest,
depreciation  and  supplies.  General  and  administrative  costs are charged to
expense  as  incurred.  Provisions for estimated losses on uncompleted contracts
are  made  in  the  period  in which such losses are determined.  Changes in job
performance, job conditions, and estimated profitability may result in revisions
to  costs  and income, which are recognized in the period in which the revisions
are  determined.

The  asset  "Costs  and  estimated earnings in excess of billings on uncompleted
contracts"  represents  revenues  recognized  in  excess of amounts billed.  The
liability,  "Billings  in  excess of costs and estimated earnings on uncompleted
contracts"  represents  billings  in  excess  of  revenues  recognized.

Cash  and  Cash  Equivalents

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

Fair  Value  of  Financial  Instruments

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

                                      F-13
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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

Advertising  Cost

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

Income  Taxes

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

Net  Income  (Loss)  Per  Share

The  Company  computes  net  income (loss) per share in accordance with SFAS No.
128,  Earnings  per  Share  and SEC Staff Accounting Bulletin No. 98 ("SAB 98").
Under  the  provisions  of  SFAS No. 128 and SAB 98, basic net income (loss) per
share  is  calculated  by  dividing  net  income  (loss)  available  to  common
shareholders  for  the  period  by  the weighted average number of common shares
outstanding  during  the  period.

Concentrations

In  connection  with  providing  service to customers, Aduddell Roofing does not
have  contractual  agreements with suppliers.  The material and supplies used in
the  business  are  readily  available  from  several  vendors.

Although  Aduddell  Roofing  had  a significant number of customers for the year
ended  December  31,  2003,  two  customers  accounted  for  27%, and 26% of the
revenue,  respectively.  Two  of  the customers accounted for 27% and 10% of the
revenue  for  the  period  ended  December  31,  2002.

The Company's receivables at December 31, 2003 and 2002, are from a small number
of  companies  in  various  industries  which could be subject to business cycle
variations.  As  of  December  31,  2002,  the  Company  had  two customers that
accounted for 38% of the customer accounts receivable.  As of December 31, 2003,
the  Company  had four customers that accounted for 79% of the customer accounts
receivable.  This  concentration  subjects  the  Company to a credit risk if the
general  economy  or  the  companies  fail  to  perform.

                                      F-14
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



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

Use  of  Estimates

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of  assets and liabilities and the disclosure of
contingent  assets  and  liabilities at the date of the financial statements and
the  reported  amounts  of  revenues  and  expenses during the reporting period.
Actual  results  could  differ  from  those  estimates.

Segment  Information

Effective  January  1, 1998, the Company adopted the provisions of SFAS No. 131,
Disclosures  about  Segments  of  an  Enterprise  and  Related Information.  The
Company  identifies  its  operating  segments  based  upon  business activities,
management  responsibilities  and  geographical  location.  Certain items in the
September  30,  2002, financial statements have been reclassified to reflect the
discontinued  operations  of the Company.  Net income from continuing operations
reflects  the  operations  of  Aduddell  Roofing, the single business segment in
which  the  Company  operates  at  September  30,  2003.

Reclassifications

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

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

Billed  contract  receivables  consist  of:
<TABLE>
<CAPTION>
                                               December 31,     December 31,
                                                    2003            2002
                                               ------------     ------------
<S>                                            <C>              <C>
     Completed  contracts                      $    896,850     $    552,156
     Contracts  in  progress                      1,933,418        2,123,307
     Retainage                                      379,891            8,752
                                               ------------     ------------
                                                  3,210,159        2,684,215

     Less allowance for doubtful amounts                  -                -
                                               ------------     ------------
                                               $  3,210,159     $  2,684,215
                                               ============     ============
</TABLE>

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

Advances  to  a  company  partially  owned by the Company's majority shareholder
totaled  $1,669,343   and   $1,615,693  as   of  December  31,  2003  and  2002,
respectively.  The advances are secured by marketable securities and shareholder
guaranty  bearing  interest  at  the federal mid-term rate.  The note matures on
January  1,  2007.


                                      F-15
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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

Costs,  estimated  earnings,  and  billings  on  uncompleted  contracts,  are as
follows:
<TABLE>
<CAPTION>
                                               December 31,     December 31,
                                                    2003            2002
                                               ------------     ------------
<S>                                            <C>              <C>
     Costs incurred on uncompleted contracts   $  5,895,844     $  4,000,634
     Estimated  earnings  (loss)                    503,119          244,241
                                               ------------     ------------
                                                  6,398,963        4,244,875
     Billings  to  date                           5,659,966        4,552,731
                                               ------------     ------------
                                               $    738,997     $   (307,856)
                                               ============     ============
</TABLE>

Included  in  the  accompanying  balance  sheet  under  the  following captions:

<TABLE>
<CAPTION>
                                               December 31,     December 31,
                                                    2003            2002
                                               ------------     ------------
<S>                                            <C>              <C>
     Costs  and  estimated  earnings  in
       excess of billings on uncompleted
       contracts                               $    941,635     $    12,477
     Billings  in  excess  of  costs  and
       estimated earnings on uncompleted
       contracts                                   (202,638)       (320,333)
                                               ------------     -----------
                                               $    738,997     $  (307,856)
                                               ============     ===========
</TABLE>

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

Property  and  equipment  are  recorded  at  cost.  Expenditures for repairs and
maintenance  are  charged  to  operations when incurred.  Major improvements and
renewals  that  extend  the useful life of the related asset are capitalized and
depreciated  over  the remaining useful life.  Depreciation and amortization are
computed for financial and income tax reporting purposes using straight-line and
accelerated  methods over estimated useful lives ranging from five to ten years.
Depreciation expense for the years ended December 31, 2003 and 2002 was $176,633
and  $254,822,  respectively.

The  following  table  summarizes the classifications of property and equipment,
total  accumulated  depreciation  and  the  related  estimated  useful  lives:
<TABLE>
<CAPTION>
         Property  and  Equipment                 Cost                  Years
       -----------------------------   --------------------------       -----
                                       December 31,  December 31,
                                           2003          2002
                                       -----------   -------------
<S>                                    <C>           <C>                <C>
       Machinery and equipment         $   489,129   $    412,918       5-10
       Office furniture and equipment      162,345        160,951        5-7
       Transportation equipment          1,098,674      1,170,945         5
       Leasehold improvements               29,409         13,852         5
                                       -----------   ------------
                                         1,779,557      1,758,666
     Less:  accumulated depreciation     1,219,301      1,129,267
                                       -----------   ------------

     Net  property  and  equipment     $   560,256   $    629,399
                                       ===========   ============
</TABLE>

                                      F-16
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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

The Company's securities that are bought and held principally for the purpose of
selling  them  in  the  near term are classified as trading securities.  Trading
securities  are  recorded  at fair value on the balance sheet in current assets,
with  the  change  in  fair  value  during  the  period  included  in  earnings.
Securities  that  the  Company  has  the  positive intent and ability to hold to
maturity are classified as held-to-maturity securities and recorded at amortized
cost  in  investments.  Securities not classified as held-to-maturity or trading
are  classified  as   available-for-sale.   Available-for-sale   securities  are
recorded at fair value on the balance sheet with the change in fair value during
the  period  excluded  from  earnings  and  reported  as a separate component of
Shareholders'  Equity.   All  of  the   Company's   securities   are  classified
available-for-sale  at December 31, 2003 and 2002.  Unrealized holding losses on
these  securities  totaled  $18,945  and  $21,404 at December 31, 2003 and 2002,
respectively.

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

The  Company has a $2,000,035 revolving line of credit.  The line bears interest
at 1.25% over the Wall Street Journal Prime Rate (currently 5.25) and is secured
by  all  accounts,  property  and  equipment and shareholder guaranty.  The line
matures  on  November  14,  2004.  Outstanding  advances  totaled  $733,743  and
$1,175,000  at  December  31,  2003  and  2002,  respectively.

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

The  Company  has  the  following  long-term  debt  as  of:
<TABLE>
<CAPTION>
                                                     December 31,   December 31,
                                                         2003           2002
                                                     ------------   ------------
     9.5%  note secured by all Zenex
     Communications equipment and common
     stock due in monthly  installments
     of $5,227, including interest,
<S>                                                  <C>            <C>
     through January 2005                            $          -   $   123,605

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

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

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

                                      F-17
<PAGE>


NOTE  8  -  LONG-TERM  DEBT  (continued)
----------------------------------------
<TABLE>
<CAPTION>
                                                     December 31,   December 31,
                                                         2003           2002
                                                     ------------   ------------
<S>                                                  <C>            <C>
     10%  unsecured  note  due  in  monthly
     installments of $4,456 through April 2004                  -        80,422

     Note payable secured  by  all  accounts,
     equipment  and  general  intangibles,
     bearing interest  at  1.25%  over  New
     York  Prime (5.25%)  due  in  monthly
     installments  of $17,581  through
     November  2006                                       565,473             -

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

     Notes  payable to shareholder bearing
     interest at 5% due in monthly installments
     of  $5,000  through  March  2005 with a
     balloon payment of $120,000 in September 2004        204,569       120,000

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

     0%  to 8.99% fixed rate notes secured by
     transportation equipment due in varying
     monthly  installments through  Sept  2005             64,379       280,967


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

     4%  fixed  rate note secured by equipment,
     due in monthly installments of $1,825
     through  May  2004                                     7,146        28,585
                                                     ------------   -----------

                                                        1,291,567     1,958,118
     Less:  long-term  debt  classified  as
            net liabilities  of  discontinued
            operations                                          -       469,323

     Less:  current portion of long-term debt             872,401       906,442
                                                     ------------   -----------

                                                     $   419,166    $   582,353
                                                     ===========    ===========
</TABLE>


                                      F-18
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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

Maturities  of  long-term  debt  as  of  December  31,  2003,  are  as  follows:
<TABLE>
<CAPTION>
               Year                             Amount
               ----                         ------------
<S>                                         <C>
               2005                         $    239,071
               2006                              169,933
               2007                               10,162
                                            ------------
                                            $    419,166
                                            ============
</TABLE>

Interest  expense  for  the  year  ended  December  31,  2003,  was  $113,216.

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

At  December  31,  2003,  the  Company had net operating losses of approximately
$3,900,000  available to reduce future federal and state taxable income.  Unless
utilized,  the  carry forward amounts will begin to expire in 2012.  For federal
and  state  tax purposes, the Company's net operating loss carry forward amounts
are  subject  to  an annual limitation due to a greater than 50% change in stock
ownership,  as  defined  by  federal  and  state  tax  law.

Under  the  provisions  of  FAS-109,  Accounting  for Income Taxes, deferred tax
liabilities  and  assets are measured using the applicable tax rate based on the
taxable  and  deductible  temporary differences and operating loss carry forward
amounts.  Taxable  temporary  differences  result principally from the excess of
depreciation  for  tax purposes over the amount deducted for financial reporting
purposes.   Deductible  temporary  differences  and  the  operating  loss  carry
forward,  giving  rise  to  deferred  tax  assets,  are  reduced  by a valuation
allowance  if  it  is  more likely than not that some or all of the deferred tax
assets  will  not  be  realized.

The  components  of  the  net  deferred  tax  asset  are  as  follows:
<TABLE>
<CAPTION>
                                                 December 31,   December 31,
                                                     2003           2002
                                                 ------------   ------------
<S>                                              <C>            <C>
     Deferred  tax liability on depreciation     $   (48,000)   $  (169,794)
     Deferred tax asset for loss carry forward     1,340,150      1,755,000
                                                 -----------    -----------
     Deferred  tax  asset                          1,292,150      1,585,206

     Less:  valuation  allowance                     245,150        355,000
                                                 -----------    -----------

     Net  deferred  tax  asset                   $ 1,047,000    $ 1,230,206
                                                 ===========    ===========
</TABLE>

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

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

The  estimated  gross  revenue on work performed on signed contracts at December
31,  2003,  was  $1,893,396.


                                      F-19
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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

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

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

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

In  regard  to  the  Red  River  sale  discussed  in Note 18, the Company is the
guarantor on notes totaling approximately $332,000.  In the event that Red River
does  not  sign  the  option  agreement  and execute an operating agreement, the
Company  will  be  required to service approximately $7,000 in monthly principal
and  interest  payments.

The Company warrants its work in the normal course of business.  In management's
opinion,  there were no outstanding claims which would have a material effect on
the  Company's  operations  or  financial  position.

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

NOTE  13  -  EARNINGS  PER  SHARE
---------------------------------
<TABLE>
<CAPTION>
                                                 December 31,   December 31,
                                                     2003           2002
                                                 ------------   ------------
     Primary earnings per share: (in thousands)
<S>                                              <C>            <C>
       Common  shares  outstanding                 47,836,558     48,342,290
                                                 ------------   ------------
       Weighted  average  shares  outstanding      47,836,558     48,274,686
                                                 ------------   ------------
       Earnings  (loss)  per  share              $       .028   $      (.039)
                                                 ============   ============
     Fully  diluted  earnings  per  share:
       Common  shares  outstanding                 78,536,558     48,342,290
                                                 ------------   ------------
       Weighted  average  shares  outstanding      78,536,558     48,342,290
                                                 ------------   ------------
       Earnings  (loss)  per  share              $       .017   $      (.039)
                                                 ============   ============
</TABLE>


                                      F-20
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  14  -  LETTER  OF  CREDIT
-------------------------------

At  December  31, 2003 the Company had a $175,000 letter of credit issued to its
insurance  carrier  that  matures  on  February  18,  2004.

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

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

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

In  connection with the terms of the Agreement and Plan of Split Off and Merger,
signed  September  27,  2002,  Tim  Aduddell  was  granted an option to purchase
30,000,000  shares  of  common  stock  for  $0.04  per  share.

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

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

Aduddell Roofing leases office and warehouse space from Aduddell Holdings, Inc.,
a  corporation  wholly  owned  by  Tim  Aduddell,  a majority shareholder of the
Company.  The  lease  is  for  one  year and expires on September 30, 2004.  The
monthly  lease payments are $16,250.  For the year ended December 31, 2003, rent
expense  totaled  $182,500.

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

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

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


                                      F-21
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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

Zenex Communications, a subsidiary of the Company, entered into three agreements
(the  "Red  River  Agreements")  with  Red River Networks, LLC ("Red River"), an
Oklahoma  limited  liability  company,  effective  November 25, 2002.  Red River
provides consulting and related services in the long distance telecommunications
industry.  Zenex  Communications  is  the owner of direct long distance services
and  prepaid  accounts  and  is  in  the  business  of  providing  long distance
telecommunications,  in  part,  by  means of its own switching equipment.  Zenex
Communications  was unable to pay the amount owed to Global Crossings Bandwidth,
Inc. ("Global"), Zenex Communications' primary carrier of long distance traffic.
In  an  attempt  to prevent the termination of services from Global and to allow
Zenex  Communications to continue to operate in a limited fashion and windup its
affairs in an orderly manner, Zenex Communications and Red River agreed that (a)
Red  River would acquire Zenex Communications Customers (Book of Business) under
the  Purchase  Agreement  (b)  Zenex  Communications would issue to Red River an
option  to  acquire Zenex Communications' equipment under the terms of an Option
Agreement,  and  (c)  Zenex  Communications  would  retain  Red River to provide
certain services on the terms and conditions set forth in the Service Agreement.
The three agreements effectively terminate the telecommunications segment of the
Company.

Purchase  Agreement

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

Option  Agreement

Under  the  terms  of  the Option Agreement (the "Option"), Zenex Communications
granted  Red River the exclusive and irrevocable option to purchase all of Zenex
Communications'   rights,   title,  and   interest  in  certain   switching  and
telecommunications  equipment  used in the direct long distance service provided
by  Zenex  Communications.  Additionally,  Red  River  was  to  assume   certain
promissory  notes with a remaining balance of approximately $332,000. The option
expired  on  April  30, 2003, and there is no assurance that Red River will sign
the  option  agreement.

Service  Agreement

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


                                      F-22
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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

Additionally,  Zenex  Communications directed Red River to pay certain operating
and  debt  service  costs  of  Zenex  Communications.

Condensed financial information relating to the discontinued operations of Zenex
Communications  is  as  follows:
<TABLE>
<CAPTION>
                                                       December 31, 2002
                                                       -----------------
<S>                                                      <C>
     Current  assets                                     $    518,515
     Net  property  and  equipment                            872,775
     Net  other  assets                                       729,139
                                                         ------------
       Total  assets                                        2,120,429
                                                         ------------
     Current  liabilities                                   1,739,923
     Long-term  debt                                          469,323
                                                         ------------
       Total  liabilities                                   2,209,246
                                                         ------------
    Net  liabilities  of  discontinued  subsidiary       $     88,817
                                                         ============
</TABLE>

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

As  discussed  in  Note  1,  the Company signed an agreement to acquire Aduddell
Roofing on September 27, 2002, in a business combination which was accounted for
as  a purchase.  The pro forma condensed consolidated statement of operation for
the  year  ended  December  31,  2002,  is  as  follows:
<TABLE>
<CAPTION>
                                                           2002
                                                       (thousands)
                                             --------------------------------
                                               Zenex     Aduddell    Combined
                                             --------    --------    --------
<S>                                          <C>         <C>         <C>
     Income                                  $      -    $ 12,526    $ 12,526

     Cost  of  Sales                                -      11,462      11,462
                                             --------    --------    --------

     Gross  Profit                                  -       1,064       1,064

     Operating  Expenses                          356       1,245       1,601

     Other  Income(Expense)                      (268)         77        (191)
                                             --------    --------    --------

     Net  Income(Loss)  before
       Discontinued  Operations                  (624)       (104)       (728)

     Discontinued  Operations,
       Net  of  Income  Taxes                  (1,146)          -      (1,146)

     Net Income(Loss) before Income Taxes      (1,770)       (104)     (1,874)

     Income  Tax  Benefit(Expense)                119          33         152
                                             --------    --------    --------

     Net  Income(Loss)                       $ (1,651)   $    (71)   $ (1,722)
                                             ========    ========    ========
</TABLE>

                                      F-23