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, 2002

                                       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

                      ZENEX TELECOM, INC. (until 10-15-02)
                     LONE WOLF ENERGY, INC. (until 6-26-01)
                          (Former Name of Registrant)

          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.  [ ]

Revenues  of  issuer  for  its  most  recent  fiscal  year:  $2,869,792.

Aggregate  market  value  of voting stock held by non-affiliates as of March 31,
2003:  $463,997  (23,199,855  shares  at  $0.02  per  share).

Shares  of  Common  Stock  outstanding  as  of  March  31,  2003:  50,778,898.

                      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  III  of  this  report.

<PAGE>

                            ZENEX INTERNATIONAL, INC.
                        2002 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  Properties                                          8

Item  3.  Legal  Proceedings                                                   8

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

PART  II

Item 5. Market For Registrant's Common Equity and Related Stockholder Matters  8

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

Risk  Factors                                                                 15

Item  7.  Financial  Statements                                               19

Item  8.  Changes  in  and  Disagreements  with  Accountants
on  Accounting  and  Financial  Disclosure                                    19

PART  III

Item  9.  Directors,  Executive  Officers Promoters and Control Persons;
Compliance  with  Section  16(a)  of  the  Exchange  Act                      19

Item  10. Executive  Compensation                                             20

Item  11. Security Ownership of Certain Beneficial Owners and Management
and  Related  Stockholder  Matters                                            20

Item  12. Certain  Relationships  and  Related  Transactions                  20

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

Item  14. Controls  and  Procedures                                           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  business  and  make  it  profitable;

     -  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   and   have   been   engaged   in  the
telecommunications  services  industry,  primarily on a wholesale level, through
Zenex  Communications.  We  acquired  Aduddell  Roofing  in   October  2002  and
subsequently  discontinued  the  operations  of  Zenex  Communications.

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  98%  of  our 2002 revenues were
derived  from  re-roofing,  restoration and repair services, and 2% 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  hotels  that  have  suffered  severe  hurricane  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
     Arizona,  California,  Florida,  Georgia, Missouri and Oklahoma. We use our
     geographic  diversity  to  solicit customers that operate on a regional and
     national  basis.  We  believe  that  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  performs
     regularly-scheduled  maintenance  checks and focuses 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 we for all of
     their  roofing  needs.

The  Roofing  Business

     According  to Dun and Bradstreet, the roofing industry experienced sales of
$30.18  billion  in 2001 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 30,000
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 believes 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.

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.

     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 2002, we provided commercial roofing services to more than 50 customers.
Stone  Container  accounted  for 27.7% and General Motors accounted for 10.4% of
our  2002  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
presently  located  in  Arizona,  California,  Florida,  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 NRCA's model
training  program  and  provides  immediate  training  to  roof  laborers in our
methods, procedures and standards with an emphasis on high quality service.  Our
training  program  is  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  2002 was 0.54; and our average two-year OSHA Total Case Incident
Rate  for  2001  and  2002  was  6.36. 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 believe
that  our  reputation  for  quality  and  performance provide 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,


<PAGE>

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.

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.

     In  2001, Zenex Communication lost its largest customer. As it attempted to
refocus  its  business  strategy, it was encumbered by an industry that has been
and  continues  to  experience consolidation, a commoditization of long distance
minutes,  bankruptcies,  over-capacity  and  economic downturn. During the third
quarter  of  2002, Communications sustained a noncollectible trade receivable of
$338,170  from  a  distributor  of  pre-paid international calling cards. In the
fourth  quarter,  a  carrier terminated long distance service to Communications'
primary  long  distance  provider,   which   threatened   the  t ermination   of
Communications'  services  as  well. For continued service, the carrier demanded
payment  guaranties  that  Communications  was  unable  to  provide.

     To  facilitate  continued  service  to  its customers and permit an orderly
winding  up  of its affairs, Communications entered into several agreements with
Red  River  Networks, LLC, an unaffiliated entity, in November 2002. Under these
agreements,  Red  River  purchased  Communications'  service  contracts  (its
customers)  for  $27,843  and  acquired  an  option  to purchase Communications'
switching and other telecommunications equipment for the assumption of $407, 900
in  borrowings  and office leases. 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.
Communications  has ceased all operations and has no employees as of the date of
this  Report.  Red  River  has not exercised its option, which currently expires
April  30,  2003.  If Red River does not exercise its option or we are unable to
negotiate  a  comparable  alternative  transaction, we would lose the benefit of
this bargain and must find another buyer for Communications' assets. Further, we
would  again  become  responsible  for  paying  the borrowings and long distance
carrier  charges  obligations  that  Red  River  is  currently  paying.

     Regardless  of  whether  Red  River exercises its option, Communications is
insolvent  and  may  file  for bankruptcy under Chapter 7 of the U.S. Bankruptcy
Code  to  wind  up  its  affairs.

Employees

     At March 31, 2003, we had 73 full-time employees, including 50 employees in
field  operations  and  23  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.


<PAGE>

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 40 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.

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.  Before our name change on November 29, 2001,
the  ticker  symbol  had  been  "LWEI".

<TABLE>
<CAPTION>
                                        2002                2001
                                        ----                ----
        Quarter Ended              Low       High      Low       High
        -------------              ---       ----      ---       ----
<S>                               <C>       <C>       <C>       <C>
        March 31                  $0.01     $0.07     $0.05     $0.07

        June 30                   $0.04     $0.17     $0.05     $0.05

        September 30              $0.13     $0.20     $0.01     $0.03

        December 31               $0.05     $0.10     $0.01     $0.06
</TABLE>


<PAGE>

Holders  of  our  Common  Stock

     At  the  date  of  this  report,  we  believe  there  are  in excess of 300
shareholders  of  our  common  stock.

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.

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
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.


<PAGE>

     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 of 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.

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  98% of our 2002 revenues were derived from re-roofing,
restoration and repair services, and 2% 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,


<PAGE>

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
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.

     In  2001, Zenex Communication lost its largest customer. As it attempted to
refocus  its  business  strategy, it was encumbered by an industry that has been
and  continues  to  experience consolidation, a commoditization of long distance
minutes,  bankruptcies,  over-capacity  and  economic downturn. During the third
quarter  of  2002, Communications sustained a noncollectible trade receivable of
$338,170  from  a  distributor  of  pre-paid international calling cards. In the
fourth  quarter,  a  carrier terminated long distance service to Communications'
primary   long  distance  provider,  which   threatened   the   termination   of
Communications'  services  as  well. For continued service, the carrier demanded
payment  guaranties  that  Communications  was  unable  to  provide.

     To  facilitate  continued  service  to  its customers and permit an orderly
winding  up  of its affairs, Communications entered into several agreements with
Red  River  Networks, LLC, an unaffiliated entity, in November 2002. Under these
agreements,   Red  River  purchased   Communications'  service   contracts  (its
customers)  for  $27,843  and  acquired  an  option  to purchase Communications'
switching and other telecommunications equipment for the assumption of $407, 900
in  borrowings  and office leases. 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.


<PAGE>

Communications has  ceased all operations and has no employees as of the date of
this  Report.  Red  River  has not exercised its option, which currently expires
April  30,  2003.  If Red River does not exercise its option or we are unable to
negotiate  a  comparable  alternative  transaction, we would lose the benefit of
this  agreement and must find another buyer for Communications' assets. Further,
we  would  again  become responsible for paying the borrowings and long distance
carrier  charges  obligations  that  Red  River  is  currently  paying.

Critical  Accounting  Policies  and  Estimates

General

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

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

Revenue  Recognition

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

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


<PAGE>

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

     Revenues.  Revenues  decreased  from $3,617,389 for the year ended December
31, 2001 to $2,869,792 for the year ended December 31, 2002.  Revenues from 2001
reflect  revenues  from Zenex Communications, which operations were discontinued
in  2002.  Revenues  from  2002 primarily reflect the fourth quarter revenues of
Aduddell  Roofing,  which  was  acquired  effective  October  1, 2002.  Aduddell
Roofing  revenues for the year ended December 31, 2002, were approximately $12.5
million.

     Operating  Expenses.  Operating  expenses  for  the year ended December 31,
2002,  were  $3,665,049.  These  expenses reflect the Aduddell Roofing operating
expenses  for  the  fourth quarter and the parent company expenses for the year.
Aduddell  Roofing's  operations  are  somewhat seasonal. Typically, revenues are
lower  in  the  fourth  and  first quarters of the calendar year while operating
expense  are  more  constant.  Included  in the parent expenses were $320,000 of
costs  related  to  the  merger. Operating expense related to Communications are
included  in  the  loss  from  discontinued  operations.

     Operating  Income  (Loss).  Operating  loss for the year ended December 31,
2002,  was  $795,257  compared to a loss of $626,355 for the year ended December
31,  2001.  The  2002  operating  loss was partially attributable to the weaker,
fourth  quarter  performance  of Aduddell Roofing, which is affected by seasonal
fluctuations  in  the construction industries. An additional contributing factor
were  the  $320,000  in  merger  costs.

     Other  Income  (Expense)  and  Discontinued  Operations. For the year ended
December  31,  2002,  we  realized  a  loss  of  $236,017,  which  was primarily
attributable  to  a  loss  of  $270,951  on the sale of securities. The activity
related  to  Communications for the year ended December 31, 2002, is combined in
the  loss from discontinued operations of $1,146,457. Included in that number is
the  write-off  of  $713,703  in  unamortized  goodwill.

     Net  Income  (Loss). The net loss for the year ended December 31, 2002, was
$1,900,139. Of this amount, $1,146,457 resulted from the discontinued operations
of  Communications.  The  balance  of  the  loss was largely attributable to the
fourth  quarter losses in Aduddell Roofing, losses on the sale of securities and
merger  related costs. These costs were offset in part from the application of a
$277,592  income  tax  benefit.

Liquidity  and  Capital  Resources

Year  Ended  December  31,  2002

     The Aduddell Roofing acquisition and the discontinuation of  Communications
substantially  changed  our  balance  sheet. Assets increased from $2,513,847 to
$7,586,359,   liabilities   increased   from   $1,932,229   to   $5,369,668  and
shareholders'  equity  increased  from  $581,618 to $2,216,691 from December 31,
2001,  to  December  31,  2002.  See  Footnote  21.

     More  significantly,  net cash increased from $399 to $612,844 for the year
ended  December 31, 2002. Net cash used by operating activities was $32,516. Net
cash  used  in  investing  activities during this period was $253,128, primarily
from  cash  received in the merger. Net cash used in financing activities during
this  period  was  $391,893,  primarily  from  borrowings  of  long-term debt of
$546,070, offset by repayments of $230,177. At December 31, 2002, we had working
capital  deficit of $589,487. After December 31, 2002, approximately $283,000 of
current  liabilities  were  converted  to  common  stock.

     The   acquisition   of   Aduddell   Roofing  and   the  discontinuation  of
Communications  represent  a dramatic shift.  On a pro forma basis, assuming our
only  operations  were  that  of Aduddell Roofing and the parent corporation, we
would have realized net profits of approximately $164,000 in 2001 and a net loss
of  $576,000  in  2002.  Having  discontinued the Communications' operations, we
believe  that the results of operations for future periods will be stronger than
in  previous  periods.





















<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 by hiring experienced sales personnel within
strategic  areas  to expand in 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  sales  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


<PAGE>

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 Sates to increase our 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.

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


<PAGE>

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 72.4% 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.

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

    We  currently have 50,778,898 shares  of  Common Stock outstanding. Of these
shares,  30,028,745  are  "restricted"  under Federal securities laws and may be
resold publicly only following their effective registration under the Securities


<PAGE>

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;

     -  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.


<PAGE>

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-29 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.

                                    PART III

Item  9.  Directors,  Executive  Officers,  Promoters  and  Control  Persons;
Compliance  with  Section  16(a)  of  the  Exchange  Act

     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.


<PAGE>

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

     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.

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.(1)

           3.1          Amended  and  Restated  Articles  of  Incorporation   of
                        Zenex  (2)

           3.2          Amended  and  Restated  Bylaws  of  Zenex  (2)

           3.3          Amendment to the  Articles of Incorporation of Lone Wolf
                        Energy, Inc. changing the name to  Zenex  Telecom,  Inc.
                        effective November 29, 2001 (3)

           3.4          Amendment  to  the  Articles  of  Incorporation changing
                        Zenex  Telecom,  Inc.   to   Zenex  International,  Inc.
                        effective  August  6,  2002  (4).

          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  (5)

          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.  (2)

          10.3          Registration Rights  Agreement dated May 5, 2000, by and
                        between  Lone  Energy,  Inc.  and   Switchless  Reseller
                        Services,  Inc.  (2)

          10.4          Stock Purchase Agreement executed as of  March  7,  2002
                        (6)


<PAGE>

          10.5          Purchase  Agreement  dated  November 25, 2002,  with Red
                        River Network, LLC

          10.6          Option Agreement dated November 25, 2002, with Red River
                        Network, LLC, as  amended

          10.7          Service  Agreement  dated  November  25, 2002,  with Red
                        River Network, LLC,  as  amended

          10.8          Assignment  Agreement  dated  December 4, 2002,  between
                        Time Advisors, L.P.  and  Red  River  Network,  LLC

          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.

     (1)  Incorporated  by reference to our Form 8-K/A filed with the Commission
          on  November  15,  2002.

     (2)  Incorporated by reference to our Form S-3 Registration Statement filed
          with  the  Commission  on  August  2,  2000.

     (3)  Incorporated  by  reference  to  our  Form 8-K filed November 28, 2001

     (4)  Incorporated  by  reference  to  our  Form 8-K filed August 154, 2002.

     (5)  Incorporated by reference to our Form 8-K filed with the Commission on
          May  19,2000.

     (6)  Incorporated  by  reference  to  our  Form  8-K  on  March  19,  2002.

(b)  Reports  on  Form  8-K:

     On  November  15,  2002, we filed an amendment to our Form 8-K filed August
     15,  2002,  announcing the closing of the acquisition by merger of Aduddell
     Roofing.

Item  14.  Controls  and  Procedures

     Evaluation  of  disclosure  controls  and  procedures.  As  of  a date (the
"Evaluation Date") within 90 days before the filing date of this Report, our CEO
and  CFO  evaluated  the effectiveness of the Company's "disclosure controls and
procedures"  (as  defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
and 15-d-14(c)).  They concluded that, as of the Evaluation Date, the disclosure
controls  and  procedures  were  effective  and designed to ensure that material
information  relating  to the Company and its consolidated subsidiaries would be
made  known  to  them  by  others  within  those  entities.

     Changes  in  internal  controls.  After  the Evaluation Date, there were no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect  those  controls.


<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.

April  15,  2003
                                       Zenex  International,  Inc.

                                        By:/s/  Ron  Carte
                                           -------------------------------------
                                           Ron Carte
                                           President and Chief Executive Officer

                                        By:/s/  Debra  G.  Morehead
                                           -------------------------------------
                                           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          April  15,  2003
-------------------------    of Directors,  President
                             and Chief Executive Officer

/s/Debra  G.  Morehead       Secretary/Treasurer and           April  15,  2003
-------------------------    Chief Financial Officer
                             and a Director

/s/ Tim Aduddell             Director                          April  15,  2003
-------------------------














<PAGE>

                            ZENEX INTERNATIONAL, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 and 2001


                                    Contents


Independent  Auditor's  Report                                              F-3

Audited  Consolidated  Financial  Statements:

     Consolidated  Balance  Sheets                                        F-4-5

     Consolidated  Statements  of  Operations                             F-6-7

     Consolidated  Statements  of  Stockholders'  Equity                    F-8

     Consolidated  Statements  of  Cash  Flows                           F-9-11

     Notes  to  the  Financial  Statements                              F-12-29

















                                      F-1

<PAGE>

                          INDEPENDENT AUDITOR'S REPORT



Board  of  Directors  and  Stockholders
Zenex  International,  Inc.

We  have  audited   the  accompanying  consolidated   balance  sheets  of  Zenex
International,  Inc.  (formerly Zenex Telecom, Inc.) as of December 31, 2002 and
2001,  and  the  related  consolidated statements of operations, cash flows, and
changes  in  stockholders'  equity for the years then ended.  These consolidated
financial  statements  are  the responsibility of the Company's management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audits.

We  conducted  our audits in accordance with standards generally accepted in the
United  States of America.  Those standards require that we plan and perform the
audit  to  obtain  reasonable assurance about whether the consolidated financial
statements  are free of material misstatements.  An audit includes examining, on
a  test  basis,  evidence  supporting  the  amounts  and  the disclosures in the
consolidated  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 2002 and 2001 consolidated financial statements referred to
above  present fairly, in all material respects, the financial position of Zenex
International,  Inc.  as  of  December 31, 2002 and 2001, 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.
The  accompanying  consolidated financial statements have been prepared assuming
that  the  company will continue as a going concern.  As discussed in Note 18 to
the  financial  statements, the Company has had a significant decline in revenue
from a major customer for the year ended December 31, 2001, incurred significant
uncollectible  trade accounts receivable in the year ended December 31, 2002 and
is  in  default on certain provisions of a purchase agreement.  These conditions
raise  substantial  doubt  about  the  Company's  ability to continue as a going
concern.  The  consolidated  financial  statements do not include any adjustment
that  might  result  from  the  outcome  of  this  uncertainty.


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

Tulsa,  Oklahoma
March  31,  2003


<PAGE>

                            ZENEX INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEETS
                                  DECEMBER 31,

<TABLE>
<CAPTION>
                                                         2002          2001
                                                    -----------     -----------

                                     Assets

Current  Assets
<S>                                                 <C>             <C>
  Cash                                              $   612,844     $       339
  Costs  and  estimated  earnings  in
    excess of billings on uncompleted contracts          12,477               -
  Accounts receivable                                 2,684,215         331,139
  Current portion of notes receivable                         -          21,717
  Shareholder receivable                                  1,828               -
  Officer receivable                                    213,672               -
  Income tax receivable                                 136,592               -
  Deposits                                                    -          13,478
  Inventory                                                   -          25,750
  Prepaid expenses                                      208,320               -
  Assets held for sale                                        -          64,368
  Employee and other receivables                        239,063               -
                                                    -----------     -----------
                                                      4,109,011         456,791
                                                    -----------     -----------

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


Property and Equipment                                1,758,666       1,766,540
  Less:  accumulated depreciation                    (1,129,267)       (839,187)
                                                    -----------     -----------

                                                        629,399         927,353
                                                    -----------     -----------

Other
  Goodwill (net)                                              -         713,703
  Marketable equity securities                            2,050               -
  Notes receivable (net of current portion)                   -         120,000
  Deferred tax asset                                  1,230,206         296,000
                                                    -----------     -----------
                                                      1,232,256       1,129,703
                                                    -----------     -----------

                                                    $ 7,586,359     $ 2,513,847
                                                    ===========     ===========
</TABLE>


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

                                      F-4
<PAGE>

                            ZENEX INTERNATIONAL, INC.
                          CONSOLIDATED BALANCE SHEETS
                                  DECEMBER 31,

<TABLE>
<CAPTION>
                                                         2002          2001
                                                    -----------     -----------

                      Liabilities and Stockholders' Equity

Current  Liabilities
<S>                                                 <C>             <C>
  Advances on line of credit                        $ 1,175,000     $         -
  Current portion of long-term debt                     906,442         429,688
  Accounts and subcontract payables                   1,453,548         420,896
  Zenex stock acquisition payable (note 13)             317,647         317,647
  Accrued liabilities                                   346,360          83,138
  Insurance payable                                     179,168               -
  Billings  in  excess  of  costs  and  estimated
    earnings on uncompleted contracts                   320,333               -
  Prepayments and customer deposits                           -          11,353
                                                    -----------     -----------
                                                      4,698,498       1,262,722

Other  Liabilities
  Long-term debt (net of current portion)               582,353         452,131
  Other liabilities                                           -         217,376
                                                    -----------     -----------

                                                        582,353         669,507
                                                    -----------     -----------

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, 48,342,290 and 27,508,290
    shares  issued  and  outstanding  at
    December  31,  2002 and December 31, 2001)           48,342          27,508
  Paid-in capital                                     4,616,853       1,351,953
  Unrealized gain (loss) on available for
    sale securities                                     (21,404)       (270,882)
  Retained earnings (deficit)                        (2,427,100)       (526,961)
                                                    -----------     -----------

                                                      2,216,691         581,618
                                                    -----------     -----------

                                                    $ 7,586,359     $ 2,513,847
                                                    ===========     ===========
</TABLE>


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

                                      F-5
<PAGE>

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

<TABLE>
<CAPTION>
                                                         2002          2001
                                                    -----------     -----------

<S>                                                 <C>             <C>
Revenues                                            $ 2,869,792     $ 3,617,389

Operating  Expenses
  Cost  of  sales                                     2,955,637       2,357,848
  Selling,  general  and  administrative                334,100       1,587,716
  Depreciation  and  amortization                        36,748         298,180
  Warranty expense                                       18,564               -
  Merger related expenses                               320,000               -
                                                    -----------     -----------

                                                      3,665,049       4,243,744
                                                    -----------     -----------

Operating  Income  (Loss)                              (795,257)       (626,355)

Other  Income  (Expense)
  Interest  income                                       25,704           5,556
  Realized  gain  (loss)  on sale of securities        (270,951)        135,813
  Gain  (loss)  on  sale  of  equipment                   6,510               -
  Other  income                                           2,720             944
                                                    -----------     -----------
                                                       (236,017)        142,313
                                                    -----------     -----------

Net  Income  (Loss)  from  Operations
  Before  Income  Taxes                              (1,031,274)       (484,042)

  Income  tax  (expense)  benefit                       277,592         193,000
                                                    -----------     -----------


Net  Income  (Loss)  Before  Discontinued
  Operations  and  Sale  of  Discontinued
    Business                                        $  (753,682)    $  (291,042)
</TABLE>

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

                                      F-6
<PAGE>

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

<TABLE>
<CAPTION>
                                                         2002          2001
                                                    -----------     -----------

Discontinued  Operations

  Profit  (loss)  from  discontinued  business
<S>                                                 <C>             <C>
    operations  net of income taxes                 $(1,146,457)    $   (47,902)

  Gain  on  sale  of  discontinued  operations
    net  of  income  taxes                                    -         214,219
                                                    -----------     -----------

Net  Income  (Loss)                                  (1,900,139)       (124,725)

Other  Comprehensive  Income:
  Unrealized  holding  gains  (losses)                 (275,392)       (257,402)
  Reclassification  adjustment                          270,882          14,364
                                                    -----------     -----------

Comprehensive  Income  (Loss)                       $(1,904,649)    $  (367,763)
                                                    ===========     ===========

  Primary Earnings (Loss) per Share                 $    (0.039)    $     nil
                                                    ===========     ===========

  Fully Diluted Earnings (Loss) per Share           $    (0.039)    $     nil
                                                    ===========     ===========

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

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


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

                                      F-7
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 For the Years ended DECEMBER 31, 2002 and 2001

<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, 2000     36,495,790  $ 36,496  $ (6,000)  $1,754,842  $   (402,236)  $ (27,844)  $ 1,355,258
                                 ----------  --------  --------   ----------  ------------   ---------   -----------
Common Stock Issued for Services    312,500       312                 15,811                                  16,123
  Treasury  Stock  Acquired                                                                                        -
  ChurchLink  7,400,000  shares                        (370,000)                                            (370,000)
  EPD  1,000,000  shares                                (40,000)                                             (40,000)
  Non Performance 12,000 shares                         (12,000)                                             (12,000)
  Treasury Stock Retired         (9,300,000)   (9,300)  428,000     (418,700)                                      -
  Unrealized Holding (Loss)                                                                   (243,038)     (243,038)
  Net  Loss                                                                       (124,725)                 (124,725)
                                 ----------  --------  --------   ----------  ------------   ---------   -----------

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
                                 ==========  ========  =======    ==========  ============   =========   ===========
</TABLE>

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

                                      F-8
<PAGE>

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

<TABLE>
<CAPTION>
                                                         2002          2001
                                                    -----------     -----------

Cash  Flows  from  Operating  Activities
<S>                                                 <C>             <C>
  Net income (loss)                                 $ (1,900,139)   $  (367,763)

  Reconciliation of net  income  to  net  cash
    provided  by  operating  activities:
      Depreciation and amortization                      254,822        298,180
      Investments transferred for compensation            64,368              -
       Bad  debt  write-off                              189,899              -
       Gain on sale of property and equipment             (6,510)             -
       Realized loss on disposal of securities           270,813              -
       Issuance of common stock for services             240,000          4,125
       Common stock received for sale of property
         and  equip.                                           -       (410,000)
       Book  value  of  assets  disposed                       -        140,916
       (Increase)  Decrease  from  changes  in:
         Accounts receivable                             194,204        268,764
         Costs  and  estimated  earnings  in
          excess  of billings  on  uncompleted
          contracts                                      997,592              -
         Shareholder  receivable                          (1,828)             -
         Officer  receivable                                (718)             -
         Related  party  receivable                      (25,591)             -
         Income  tax  receivable                        (107,000)             -
         Deferred taxes                                 (972,649)       (83,000)
         Deposits                                          2,594         (8,694)
         Inventory                                         7,000        (18,750)
         Prepaid  expenses                                95,572              -
         Employee  and  other  receivables               238,373              -
       Increase  (Decrease)  from  changes  in:
         Accounts payable                                299,497       (204,429)
         Insurance  payable                              (81,717)             -
         Accrued liabilities                             197,704         (9,596)
         Billings in excess of costs and estimated
           earnings  on  uncompleted  contracts          (30,599)             -
         Other  liabilities                                    -        (25,786)
         Prepayments and customer deposits                41,797        (11,297)
                                                    -----------     -----------

  Net adjustments to net income                        1,867,623        (59,567)
                                                    -----------     -----------

  Net cash used by operating activities                  (32,516)      (427,330)
                                                    -----------     -----------
</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>
                                                         2002          2001
                                                    ------------    -----------
Cash  Flows  from  Investing  Activities
<S>                                                 <C>             <C>
  Cash received for property and equipment sold                -         45,000
  Cash received from Aduddell Acquisition                448,331              -
  (Increase) decrease in carrying value of
    investments                                                -        275,681
  Proceeds from sale of property and equipment             4,000              -
  Purchase of property and equipment                    (199,203)       (63,446)
                                                    ------------    -----------

  Net cash provided by investing activities              253,128        257,235
                                                    ------------    -----------

Cash  Flows  from  Financing  Activities
  Change in notes receivable                               1,000         29,690
  Net  change  in  line  of  credit                      (25,000)             -
  Proceeds  from  long-term  debt                        546,070     366,371.00
  Proceeds  from  issuance  of  common  stock            100,000              -
  Retirement of long-term debt                          (230,177)      (225,627)
                                                    ------------    -----------

  Net cash provided by financing activities              391,893        170,434
                                                    ------------    -----------

Net Increase in Cash                                     612,505            339

Cash  at  Beginning  of  Period                              339              -
                                                    ------------    -----------

Cash  at  End  of  Period                           $    612,844    $       339
                                                    ============    ===========

Supplemental  Disclosure  of  Cash  Flow
  Information

  Cash  paid  for:
    Interest                                        $    149,181    $    85,034
    Taxes                                                    634              -
</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>
                                                         2002          2001
                                                    ------------    -----------
Supplemental  Schedule  of  Non-Cash
  Investing  and  Financing  Activities
<S>                                                 <C>             <C>
  Fixed asset additions                             $    28,557     $         -
                                                    -----------    ------------
  Liabilities  assumed  or  incurred                     28,557               -
                                                    ===========    ============

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

  Common  stock issued for services                 $   240,000     $         -
                                                    ===========    ============

  Securities  received  on note receivable                    -         380,250
                                                    ===========    ============

  Treasury  shares  retired                                   -         428,000
                                                    ===========    ============

  ChurchLink  sold  for  common stock                         -        (370,000)
                                                    ===========    ============

  EDP  sold  for  common  stock                               -         (40,000)
                                                    ===========    ============
</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  is engaged in the commercial and industrial roofing and re-roofing
businesses   through  a  subsidiary,  Aduddell  Roofing  &  Sheet  Metal,  Inc.,
("Aduddell  Roofing").  It  has  been engaged in the telecommunications services
industry,  primarily  on  a  wholesale  level, through Zenex Long Distance, Inc.
(d/b/a  Zenex  Communications,  Inc.)  ("Communications").  We acquired Aduddell
Roofing  in  October  2002  and  subsequently  discontinued  the  operations  of
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 September 27, 2002, and qualified as reorganization under
the  meaning  of  Section  368(a)  of the Internal Revenue Service Code.  Before
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.  The
Aduddell  Roofing  results  of  operation are included for the period October 1,
2002, to December 31, 2002.  Subsequent to the exchange, Aduddell Roofing merged
into  the  Sub and Aduddell Roofing became the surviving corporation.  Following
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  after  splitting  off  the  non-operating  assets of Aduddell
Roofing  into  a  separately  owned  company  to  be  owned  by  Tim  Aduddell.

Aduddell  Roofing  is  engaged  in  the roofing and re-roofing of industrial and
commercial  buildings  in  the  United  States and its territories.  The work is
performed primarily under fixed price contracts.  Its accounting policies are in
accordance  with  generally  accepted  accounting  principles  and  conform,  in
general,  to  the  predominant  practices  of  the  construction  industry.

                                      F-12

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


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

On June 21, 2000, the Company completed the acquisition of Prestige Investments,
Inc.  and  its  wholly  owned subsidiary, Communications.  A newly formed wholly
owned  subsidiary   of  the  Company,  Prestige   Acquisition  Corp.  ("Prestige
Acquisition"),  was  merged  with and into Prestige Investments, Inc. ("Prestige
Investments"),  the  parent company of Communications.  Prestige Investments was
the  surviving  corporation  in  the  merger.  The  merger  was  pursuant  to an
Agreement  and  Plan  of  Reorganization  dated  May  4,  2000, by and among the
Company, Prestige Acquisition, Prestige Investments and the five shareholders of
Prestige  Investments  (the  "Prestige  Merger  Agreement").  Pursuant  to  the
Prestige Merger Agreement, the Company issued 15,550,000 shares of the Company's
common  stock  to  the  shareholders of Prestige Investments in return for their
surrender  to  the  Company  of  all of their shares of common stock of Prestige
Investments.  Following  the  merger, Prestige Investments became a wholly owned
subsidiary  of  the  Company  with  Communications  operating  as a wholly owned
subsidiary  of Prestige Investments.  The business combination was accounted for
as  a  pooling  of  interest.  The  1999  financial  statements were restated to
include  the  assets, liabilities and operations of Prestige Investments and its
wholly  owned  subsidiary,  Communications.

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

Communications  entered  into  agreements as discussed in Note 20 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  operations"  in  the  December  31, 2002 statement of
operations.

On  May  11,  2000,  the  Company  acquired ChurchLink.com, Inc. ("ChurchLink").
ChurchLink  was  operated  as  a subsidiary of the Company during 2000 until its
disposition  in  April  2001.

ChurchLink  developed  a software product that provided an online communications
hub  for  churches  and  their membership.  The purchase price of ChurchLink was
100,000  shares of the Company's common stock, with an additional 400,000 shares
of  the  Company's  common  stock  to  be  issued as certain numbers of churches
subscribed to the service; however, there were no additional shares issued under
the  purchase agreement.  The fair market value of the 100,000 shares issued was
$28,000.  The  acquisition  was  accounted  for  as  a  purchase.

In  April  2001,  the Company entered into an Exchange of Stock Agreement with a
shareholder  that  owned  7,400,000  common  shares  of the Company, whereby the
Company  exchanged all of the stock of ChurchLink for the 7,400,000 shares owned
by  a  shareholder.  The 7,400,000 shares of Company common stock were valued at
the  quoted  market  price  of  $0.05  per  share  ($370,000) on the date of the
transaction.  The  shares  were subsequently retired and reduced the outstanding
shares  of  the  Company  by  approximately  20%.

                                      F-13
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

In  March  2000,  the  Company  purchased  the assets of EP Distributing Company
("EPD")  for $100,000 in cash and 1,000,000 shares of the Company's common stock
valued  at  $40,000.  EPD was operated as a division of the Company during 2000.
The  division  sold  nutritional  products,  with  its  primary line being Earth
Pharmacy  brand  products  and  brokered  medical  supplies.

The  Company  ceased the operation of EPD at the end of December 2000 and in May
2001 made an agreement with the previous owners to transfer the division back to
them.  The  Company  received  the  original  one million shares of common stock
previously issued in the purchase transaction and a note for $125,000.  The note
was  charged  off  in  2002  as  a  bad  debt.

In  February  1999,  the Company signed a Master Equipment Sales Agreement, (the
"MESA")  with  Eagle  Capital, Inc. ("Eagle") to sell specialized equipment.  In
February  2000,  the  Company  terminated  the  MESA.  Under  the  terms  of the
termination  agreement, the Company recorded a note receivable for $1,625,000 of
which  $775,000  was collected as of December 31, 2000.  The balance was settled
in  2001  for  $500,000  cash and 44,700 shares of Eagle common stock, which was
valued  at $479,631.  The Company discontinued the business segment of equipment
leasing  in  2001.

The  Company's December 31, 2001, consolidated balance sheet includes the wholly
owned  subsidiary,  Prestige Investments, and Prestige Investments' wholly owned
subsidiary,  Communications.  In  addition  to  the subsidiaries included in the
December  31, 2001, consolidated balance sheet, the Company's December 31, 2002,
consolidated  balance  sheet also includes Aduddell Roofing effective October 1,
2002.  The  Company's  consolidated  statement  of operations for the year ended
December  31,  2001,   includes   Prestige  Investments  and  its  wholly  owned
subsidiary, Communications.  The purchased and subsequently disposed of entities
of  EPD  and ChurchLink are included from their respective dates of purchase and
subsequent  disposition  in  2001  as  discontinued  operations.  The  Company's
consolidated  statement  of  operations  for  the  year ended December 31, 2002,
includes  Aduddell  Roofing from October 1, 2002, the discontinued operations of
Prestige  Investments,   an   inactive   holding  company,  and  its  subsidiary
Communications,  whose operations were discontinued effective November 30, 2002.
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.

                                      F-14
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

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  to  the  Company.

Goodwill  and  Intangible  Assets

In  June  2001,  the  FASB  issued  SFAS  No. 142, Goodwill and Other Intangible
Assets, and SFAS No. 143, Accounting for Asset Retirement Obligations.  SFAS No.
142  supercedes  APB  Opinion  No. 17, Intangible Assets and primarily addresses
accounting  for goodwill and intangible assets subsequent to acquisition.  Under
SFAS  No.  142,  goodwill  and  separately  identified  intangible  assets  with
indefinite  lives  are  no  longer  amortized,  but  reviewed  annually (or more
frequently   if   impairment  indicators  arise)   for  impairment.   Separately
identified  intangible assets not deemed to have indefinite lives would continue
to  be  amortized over their useful lives.  SFAS No. 142 applies to all goodwill
and intangible assets acquired after June 30, 2001.  For goodwill and intangible
assets  acquired before July 1, 2001, the Company was required to adopt SFAS No.
142  effective  January  1, 2002.  There was no material impact on its financial
statements  from  the adoption.  SFAS No. 143 requires that entities record as a
liability  obligations  associated  with the retirement of a tangible long-lived
asset  when such obligations are incurred, and capitalize the cost by increasing
the  carrying amount of the related long-lived asset.  SFAS No. 143 is effective
for fiscal years beginning after June 15, 2002; however, earlier application was
encouraged.  The  Company adopted SFAS No. 143 on January 1, 2002, and evaluated
the  impact  on  its financial statements.  Goodwill was not considered impaired
and  accordingly  no  adjustment  was  made.

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


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (continued)

The  Company had $713,703 of unamortized goodwill at December 31, 2001, that was
written  off  in  December  2002  and  included  in  a  loss  from  discontinued
operations.

Advertising  Cost

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

Income  Taxes

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

Net  Loss  Per  Share

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

Concentrations

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

Although  Aduddell  Roofing had a significant number of customers for the period
ended  December  31,  2002, two customers accounted for approximately 48% of the
revenue.

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



                                      F-16
<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
December  31,  2002  and  2001  financial  statements  have been reclassified to
reflect  the  discontinued  operations  of  the Company.  After the reclassified
presentation, the net loss from continuing operations reflects the operations of
Aduddell  Roofing,  the single business segment in which the Company operates at
December  31,  2002.

Hedging  Transactions

The Company adopted Statement of Financial Accounting Standard ("SFAS") No. 133,
Accounting  for  Derivative  Instruments  and  Hedging  Activities  during 1999.
Currently,  the  Company  does not engage in hedging activities for transactions
involving  derivatives.

Mergers  and  Acquisitions

In  June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, Business Combinations, which supersedes Accounting Principles Board ("APB")
Opinion  No.  16,  Business  Combinations,  and  SFAS  No.  38,  Accounting  for
Pre-acquisition  Contingencies  of Purchased Enterprises.  The provisions of the
Statement  apply  to  all  business  combinations initiated after June 30, 2001.
SFAS  No.  141  requires  that all business combinations be accounted for by the
accounts as of the date of acquisition with an excess of purchase price over the
fair  value  of  the  net  assets  acquired  to be capitalized as goodwill.  The
Statement also requires that the assets of an acquired institution be recognized
as  assets  apart  from goodwill if they meet specific criteria presented in the
Statement.  The  Statement  ends  the  use of the pooling-of-interests method of
accounting  for  business  combinations,  which  required the restatement of all
prior information for the accounts of the acquired institution.  The Company has
accounted  for all mergers and acquisitions initiated after June 30, 2001, using
the  purchase  method.

Reclassifications

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

                                      F-17
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  2  -  CONTRACT  RECEIVABLES

Billed  contract  receivables  consist  of:

<TABLE>
<CAPTION>
<S>                                        <C>
     Completed  contracts                  $  552,156
     Contracts  in  progress                2,123,307
     Retainage                                  8,752
                                           ----------
                                            2,684,215
     Less allowance for doubtful amounts            -
                                           ----------
                                           $2,684,215
                                           ==========
</TABLE>

NOTE  3  -  NOTES  RECEIVABLE
     Notes  receivable  are  as  follows:
<TABLE>
<CAPTION>
                                              December  31,     December  31,
                                                  2002              2001
                                              -------------     --------------
     Due  from an unrelated individual
     from the sale of EP Distributing
<S>                                           <C>               <C>
     Company                                  $        -        $      120,000

     Due  from  a customer in monthly
     installments of $1,297 including
     interest at 8% through January 2003               -                21,717
                                              ----------        --------------

                                                                       141,717

     Less  current  portion                            -                21,717
                                              ----------        --------------

     Notes  receivable  (net  of
       current  portion)                      $        -        $      120,000
                                              ==========        ==============
</TABLE>

NOTE  4  -  SHAREHOLDER  AND  RELATED  PARTY  RECEIVABLE

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

Advances to the Company's majority shareholder totaled $1,825 as of December 31,
2002.  The  advances  are  unsecured  and  non-interest  bearing.

NOTE  5  -  UNCOMPLETED  CONTRACTS

Costs, estimated earnings, and billings on uncompleted contracts at December 31,
2002,  are  as  follows:

<TABLE>
<CAPTION>
<S>                                                    <C>
     Costs  incurred  on  uncompleted  contracts       $ 4,000,634
     Estimated  earnings  (loss)                           244,241
                                                       -----------
                                                         4,244,875
     Billings  to  date                                  4,552,731
                                                       -----------
                                                       $  (307,856)
                                                       ===========
</TABLE>

                                      F-18
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  5  -  UNCOMPLETED  CONTRACTS  (continued)

Included  in  the  accompanying  balance  sheet  under  the  following captions:

<TABLE>
<CAPTION>
<S>                                                    <C>
     Costs  and  estimated  earnings  in  excess
     of billings on uncompleted contracts              $    12,477

     Billings  in  excess  of  costs  and
     estimated earnings on uncompleted contracts          (320,333)
                                                       -----------

                                                       $  (307,856)
                                                       ===========
</TABLE>

NOTE  6  -  PROPERTY  AND  EQUIPMENT

In  August  2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.  SFAS No. 144 supercedes SFAS No. 121, Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of,  and  APB  Opinion No. 30, Reporting the Results of Operations-Reporting the
Effects  of  Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently  Occurring  Events  and  Transactions.  SFAS No. 144 establishes an
accounting  model  based on SFAS No. 121 for long-lived assets to be disposed of
by  sale,  previously accounted for under APB Opinion No. 30.  This Statement is
effective  for  fiscal  years  beginning  after  December 15, 2001.  The Company
adopted SFAS No. 144 on January 1, 2002, and there was no material impact on its
financial  statements.

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 three years to ten
years.  Depreciation  expense for the year ended December 31, 2002, was $254,822
of  which $17,938 was charged to costs of contracts and $220,226 to discontinued
operations with the remainder to general and administrative.  For the year ended
December  31,  2001,  depreciation  expense  totaled $225,481 and was charged to
operations.

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            Year
             ----------------------             ----            ----
<S>                                         <C>                 <C>
          Machinery and equipment           $    412,918        5-10
          Office furniture and equipment         160,951         5-7
          Transportation equipment             1,170,945           5
          Leasehold improvements                  13,851           5
                                            ------------
                                               1,758,666
          Less:  accumulated depreciation      1,129,267
                                            ------------
          Net  property  and  equipment     $    629,399
                                            ============
</TABLE>

                                      F-19
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  7  -  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,  2002.  Unrealized holding losses on these
securities  totaled  $21,404  for  the  year  ended  December  31,  2002.

NOTE  8  INTANGIBLE  ASSETS

Goodwill  represents  the  excess  of  the cost of assets acquired over the fair
market value at the date of the business combination.  Goodwill in the amount of
$900,687  was  being  amortized  on the straight-line method over fifteen years.
Amortization  was  discontinued  effective January 1, 2002, with the adoption of
SFAS  No. 142. Amortization expense of $37,575 was charged to operations for the
year  ended  December 31, 2001.  The balance of unamortized goodwill of $713,703
was  charged  to  loss  from  discontinued  operations  in  December  31,  2002.

<TABLE>
<CAPTION>
                                                  December 31,     December 31,
                                                      2002             2001
                                                 -------------     -------------
     Prestige  Investments'  acquisition
<S>                                              <C>               <C>
       of  Communications                        $    583,040      $    583,040

     Earn-out  rights                                 317,647           317,647
                                                 ------------      ------------
                                                      900,687           900,687

     Accumulated  amortization                       (186,984)         (186,984)

     Amount charged to loss from discontinued
       operations                                    (713,703)                -
                                                 ------------      ------------

     Net  goodwill                               $          -      $    713,703
                                                 ============      ============
</TABLE>

NOTE  9  -  LINE  OF  CREDIT

The  Company has a $2,000,000 revolving line of credit.  The line bears interest
at  1%  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  September  15,  2003.  Outstanding  advances  totaled $1,175,000 at
December  31,  2002.

                                      F-20
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  10  -  LONG-TERM  DEBT

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

<TABLE>
<CAPTION>
                                                  December 31,     December 31,
                                                      2002             2001
                                                 -------------     -------------
     9.5%  note  secured  by  all
     Communications' equipment and common
     stock, due in monthly  installments
     of  $5,227, including interest through
<S>                                              <C>               <C>
     January 2005                                $    123,605      $    168,696

     9.75% note secured by all Communications'
     equipment and common stock, due in monthly
     installments  of  $2,124,  including
     interest  through  March  2005                    52,662            70,548

     9.75%  note  secured  by transportation
     equipment due in monthly installments of
     $848,  including  interest  to  June  2005             -            23,915

     $450,000  line  of credit with interest
     payable monthly at 1.5% over Wall Street
     prime,  secured  by  all  assets  of
     Communications and the personal guaranty
     of certain  Directors                            450,000           252,289

     9.5% note secured by all Communications'
     equipment and common stock, due in
     monthly installments of $6,301, including
     interest  through  February  2006                212,634           255,265

     10%  unsecured  note  due  in monthly
     installments of $4,456, including interest
     through  April  2004                              80,422           111,106

     Note  payable  to  shareholder  bearing
     interest at 5% due on September 13, 2004         120,000                 -

     Note payable, secured by all
     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                 -
</TABLE>

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


NOTE  10  -  LONG-TERM  DEBT  (continued)

<TABLE>
<CAPTION>
                                                  December 31,     December 31,
                                                      2002             2001
                                                 -------------     -------------

     Note payable secured by all accounts,
     equipment and general intangibles, bearing
     interest  at  3.5%  over  New  York  prime
     (currently  8.25%)  due in quarterly
     principal  payments  of  $18,050
     beginning March 18, 2003, and monthly
<S>                                              <C>               <C>
     interest  payments  through  June  2006          219,560                 -

     0% to 8.99% fixed rate notes secured by
     transportation equipment, due in
     variable  monthly  installments  on
     various  dates  through  September  2005         280,967                 -

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

     7.75%  to  9% fixed rate notes secured
     by equipment, due in varying installments
     through  November  2023                           28,585                 -
                                                -------------      ------------
                                                    1,958,118           881,819

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

     Less:  current  portion  of  long-term
            debt                                      906,442           429,688
                                                -------------      ------------

                                                $     582,353      $    452,131
                                                =============      ============
</TABLE>

Maturities  of  long-term  debt  as  of  December  31,  2002,  are  as  follows:

<TABLE>
<CAPTION>
                       Year                         Amount
                       ----                         ------
<S>                                             <C>
                       2004                     $    338,167

                       2005                          173,325

                       2006                           70,861
                                                ------------

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

Interest  expense  for  the  year ended December 31, 2002, was $149,181 of which
$32,791  was  charged  to  cost of contract revenues and $105,460 was charged to
discontinued  operations  and  the  remainder  to  general  and  administrative.

                                      F-22
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  11  INCOME  TAXES

At  December  31,  2002,  the  Company had net operating losses of approximately
$4,300,000  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,
                                                      2002             2001
                                                 -------------     -------------
<S>                                              <C>               <C>
     Deferred tax  liability on depreciation   $    (169,794)    $   (184,000)

     Deferred tax  asset  for  loss
       carry  forward                              1,755,000          885,000
                                               -------------     ------------

     Deferred  tax  asset                          1,585,206          701,000

     Less:  valuation  allowance                     355,000          405,000
                                               -------------
     Net  deferred  tax  asset                 $   1,230,206     $    296,000
</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  12  BACKLOG

The  estimated  gross  revenue on work performed on signed contracts at December
31,  2002,  was  $495,317.

NOTE  13  COMMITMENTS  AND  CONTINGENCIES

Warranties

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.

                                      F-23
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  13  COMMITMENTS  AND  CONTINGENCIES  (continued)

Investment  Banking  Services

The  Company entered into a Business Consulting Agreement (the "Agreement") with
Benchmark Capital Consulting, Inc. ("Benchmark") effective June 17, 2002.  Under
the  terms  of  the  three-year  Agreement,  Benchmark  will provide transaction
advisory  services  to  the  Company.  The services will include assistance with
proposed  transactions,  due  diligence  to  provide comprehensive valuations of
Zenex  and of proposed acquisitions, comprehensive long-term financial planning,
and  preparation of marketing and public relation material to increase awareness
of  the  Company.

Under the Agreement, Benchmark was to have received $100,000, 4.0 million shares
of  fully  registered  common  stock and an option to purchase 500,000 shares of
common  stock  at  a  price  of  $0.04  per share.  The fair market value of the
4,000,000  shares  was  $0.04  per  share  or  $160,000.  The  Company  has paid
Benchmark  $100,000 and has issued and registered on a Form S-8 1,100,000 shares
of  common  stock, which were allocated among five Benchmark consultants and one
lawyer.

Upon execution of the Agreement, the Company issued 1.5 million shares of common
stock  to  three  individuals  for  consultation.  These  shares are "restricted
securities"  under  the Securities Act of 1933, as amended, and can only be sold
under  Rule  144,  which imposes certain limitations including a holding period,
volume limitations and notice filings.  The fair market value of the 1.5 million
shares  was  $0.04  per  share  of  $60,000.

In  2002, the Company also incurred $40,000 in professional fees associated with
the  various  agreements, which are included in discontinued operations.

The  $320,000  ($100,000  cash and $220,000 value of stock) is included in costs
for  the  year  ended  December  31,  2002,  as  merger  related  expenses.

Operating  Leases

Communications  leased  its  facilities  under operating leases, which expire at
various  intervals  through  September 30, 2005.  Under the terms of the leases,
Communications  was  responsible  for  its  share of common area maintenance and
operating  expenses.  Rent  expense  under  operating leases for the years ended
December  31,  2002,  and 2001 totaled $84,563 and $69,039, respectively, and is
included  in  net  loss  from  discontinued  operations.

As  of  February 2003, Communications assigned the facilities lease to Red River
Network,  LLC  in  accordance  with  certain  agreement  discussed  in  Note 20.

Future  Payment  Obligations  Under  Stock  Purchase  Agreement

Prestige  Investments,  a  wholly  owned  subsidiary  of  the  Company, acquired
Communications  in  accordance with a Stock Purchase Agreement (the "Agreement")
dated  February  19,  1999.  The  business  combination  was  accounted for as a
purchase.  The  Agreement  includes  a  provision  whereby  the sellers may earn
additional  amounts  if  the  cumulative  collected  gross sales revenue reaches
certain  levels,  (the  "earn-out  rights").

                                      F-24
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  13  COMMITMENTS  AND  CONTINGENCIES  (continued)

In  accordance  with  the  Agreement,  $317,647  in  earn-out  rights was due on
December  30,  2001.  The Company is in default on the payment provisions of the
Agreement.

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  Investments.  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,  the  former Prestige
Investments  shareholders  convert  their  earn-out  rights to Company stock, an
additional  2,799,600  shares of common stock would be issued for the conversion
and  700,000  shares  issued  under  the  Agency  Agreement.

As  of the report date, March 31, 2003, approximately 89% of the former Prestige
Investments  shareholders  had  agreed  to  the  conversion.  The  effect on the
subsequent  period  financial  statements will reduce or eliminate the liability
for  the  earn-out  rights  and  increase  common  stock  and  paid-in  capital.

NOTE  14  -  LETTER  OF  CREDIT

At  December  31, 2002, the Company had a $75,000 letter of credit issued to its
insurance  carrier  that  matures  on  March  2,  2003.

NOTE  15  -  EARNINGS  PER  SHARE
<TABLE>
<CAPTION>
                                                       For the Year Ended
                                                         (in thousands)
                                                 ------------------------------
                                                  December 31,     December 31,
                                                      2002             2001
                                                 -------------     -------------
     Primary earnings per share:  (in thousands)
<S>                                              <C>               <C>
       Common  shares  outstanding                     48,342            27,508
                                                 ------------      ------------

       Weighted  average  shares  outstanding          48,275            31,332
                                                 ------------      ------------

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

     Fully  diluted  earnings  per  share:
        Common  shares  outstanding                    48,342            27,508

        Weighted  average  shares  outstanding         48,342            31,409
                                                 ------------      ------------

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

                                      F-25
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


NOTE  16  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.

As  partial  consideration  for  investment  banking services, in June 2002, the
Company  granted  to Benchmark a three-year option to purchase 500,000 shares of
its  common  stock  for  $0.04  per  share.

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

In  connection  with  the  financing  of certain equipment described in Note 17,
200,000  options  at  $0.08  per  share  were  granted.

NOTE  17  -  RELATED  PARTY  TRANSACTION

On  July  3,  2002,  the  Company  purchased  $160,000 of equipment and software
upgrades from a company affiliated with an officer and shareholder.  The payable
requires  minimum  monthly  payments  of  $2,500 and is due within one year.  In
addition, if the payable is not satisfied by December 31, 2002, the Company will
issue  200,000  options  for  $0.08  per share.  The balance due at December 31,
2002,  was  $141,579  and  included  in  accounts  payable.

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, 2003.  The
monthly  lease  payments  are  $15,000.  For the period ending December 31, 2002
rent  expense was $45,000.  There is a remaining lease obligation of $135,000 at
December  31,  2002.

NOTE  18  GOING  CONCERN  UNCERTAINTIES

The  accompanying  financial  statements  have  been prepared in conformity with
generally  accepted accounting principles, which contemplate continuation of the
Company  as  a  going concern; however, the telecommunications segment (which is
now  discontinued)  of  the  Company has sustained operating losses for the past
four  years.  The  Company has a working capital deficit of $805,931 at December
31,  2001,  compared  to  a  working capital deficit of $587,072 at December 31,
2002.

Zenex  is in default on a portion of the $317,647 earn-out rights payment due on
December  30,  2001,  under  the  terms  of  the Agreement discussed in Note 13.
Additionally,  Communications, a subsidiary, is now financially insolvent and is
considering  filing Chapter 7 bankruptcy.  The amount of debt cancellation under
Chapter  7  is  not  determinable  at   this  time.    In  addition,  Red  River

                                      F-26

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


NOTE  18  GOING  CONCERN  UNCERTAINTIES  (continued)

has  not exercised its option to acquire Communications' equipment and to assume
certain  obligations,  some  of  which are obligations of the Company. While the
Company  believes it will not be liable for the Communications' obligations in a
Chapter  7 proceeding, it is possible that Communications claimants could assert
claims  against  the  Company  as a parent corporation and such assertions could
materially  affect  the  Company. These conditions raise substantial doubt about
the  Company's  ability to continue as a going concern. The financial statements
do  not  include  any  adjustments  that  might result from the outcome of these
uncertainties.

NOTE  19  CHANGE  IN  MANAGEMENT

On  March  17,  2002,  the  Company  announced a change in management.  Fireball
Enterprises  LLC, which held 27% of the Company stock, bought an additional 7.65
million  shares  from Marc Newman, the President and Chief Executive Officer and
Doug  Newman,  the  Chief  Financial  Officer.  Marc and Doug Newman resigned as
Officers  and  Directors,  and  a  new  Chief  Executive  was  named.
The  purchase  involved  a  cash  price of $100,000, a termination of the Newman
employment  agreements,  and the substitution of certain Fireball principals for
the  Newmans  as  guarantors of corporate borrowings, and the exchange of mutual
releases.

NOTE  20  DISCONTINUED  OPERATIONS

Communications,  a subsidiary of the Company, entered into three 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.  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.  Communications was unable to pay the amount owed to Global
Crossings  Bandwidth,  Inc.  ("Global"), Communications' primary carrier of long
distance  traffic.  In  an  attempt  to prevent the termination of services from
Global  and  to allow Communications to continue to operate in a limited fashion
and windup its affairs in an orderly manner, Communications and Red River agreed
that  (a)  Red  River would acquire Communications' customers (Book of Business)
under  the  Purchase  Agreement  (b)  Communications would issue to Red River an
option  to  acquire  Communications'  equipment  under  the  terms  of an Option
Agreement,  and  (c)  Communications  would  retain Red River to provide certain
services  on  the  terms and conditions set forth in the Service Agreement.  The
three  agreements  effectively  terminate  the telecommunications segment of the
Company,  and  the  subsidiary  is  considering  filing  Chapter  7  bankruptcy.

Purchase  Agreement

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

                                      F-27
<PAGE>
                            ZENEX INTERNATIONAL, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE  20  DISCONTINUED  OPERATIONS  (continued)

Option  Agreement

Under  the  terms of the Option Agreement (the "Option"), Communications granted
Red  River  the   exclusive   and   irrevocable   option   to  purchase  all  of
Communications'   rights,   title,  and  interest  in  certain   switching   and
telecommunications  equipment  used in the direct long distance service provided
by  Communications.  The  Option,  which was scheduled to terminate December 31,
2002,  has  been extended to April 30, 2003. Upon exercise of the Option, should
it  occur,  Red  River would assume approximately $388,900 in bank notes and the
leased  office  facilities  of  Communications.

Service  Agreement

Under  the  terms  of  the  Service  Agreement,  Red  River agreed to provide to
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.  Communications agreed to
pay  Red  River  a  fee  in the amount of the accounts receivable outstanding at
November 25, 2002, of approximately $632,000 and all accounts receivable arising
during  the  term  of  the Service Agreement.  Additionally, Communications will
direct  Red  River to pay certain costs of Communications.  Those costs include:
(a)  the  amount  due  and  payable  by  Communications  under the Storage Lease
Agreement  with BOK Plaza Associates, LLC (b) the principal and interest due for
the month of December 2002 under (i) the Promissory Note dated January 11, 2000,
to  First  National  Bank  of  Midwest  City  (the  "Bank"), having a balance of
$123,604  (ii)  the  promissory  note  dated March 10, 2000 to the Bank having a
balance of $52,662 and (iii) the Promissory Note dated January 31, 2001 to Ricky
A.  Naylor  and  Naylor  Concrete  Construction  Co.,  Inc.  having a balance of
$212,605; and (c) the regular weekly amount of approximately $28,000 due Global,
Communications'  primary  carrier  of  long  distance  traffic.

Condensed  financial  information  relating  to  the  discontinued operations of
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>

                                      F-28

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


NOTE  21  -  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   statements  of
operations  for  the  years  ended  December  31,  2002  and 2001 is as follows:

<TABLE>
<CAPTION>
                               2002                                2001
                           (thousands)                          (thousands)
                   ---------------------------   ------------------------------------------
                   Zenex    Aduddell   Combined   Zenex   Discontinued   Aduddell   Combined
                   -----    --------   --------   ------  ------------   --------   --------
<S>               <C>        <C>        <C>      <C>        <C>           <C>        <C>
Income            $     -    $12,526    $12,526  $ 3,617    $ 3,617       $13,255    $13,255

Cost of Sales           -     11,462     11,462    2,357      2,357        11,529     11,529

Gross  Profit           -      1,064      1,064    1,260      1,260         1,726      1,726
                  -------    -------    -------  -------    -------       -------    -------
Operating Expenses    356      1,245      1,601    1,886      1,485         1,272      1,673

Other Income
  (Expense)          (268)        77       (191)     142          -            71        213

Net Income (Loss)
  before
  Discontinued
  Operations         (624)      (104)      (728)    (484)      (225)          525        266

Discontinued
  Operations,
  Net of Income
  Taxes            (1,146)         -     (1,146)      166      (135)            -         31

Net Income (Loss)
  before Income
  Taxes            (1,770)      (104)    (1,874)     (318)      (90)          525        297

Income Tax
   Benefit
   (Expense)          119         33        152       193        90          (236)      (133)
                  -------    -------    -------  -------    -------       -------    -------
Net Income
  (Loss)          $(1,651)  $    (71)   $(1,722) $   (125)  $     -       $   289    $   164
                  =======   ========    =======  ========   =======       =======    =======
</TABLE>





                                      F-29
<PAGE>


                                  Exhibit Index
                                  -------------

Exhibit No.                Description of Exhibit
-----------                ----------------------

10.5                       Purchase  Agreement dated November 25, 2002, with Red
                           River Network, LLC

10.6                       Option Agreement  dated November 25, 2002,  with  Red
                           River Network, LLC, as amended

10.7                       Service Agreement  dated November 25, 2002, with  Red
                           River Network, LLC, as amended

10.8                       Assignment Agreement dated December 4, 2002,  between
                           Time Advisors, L.P. and Red River Network, LLC

21.1                       Subsidiaries of Zenex

31.1                       Rule 13a-14(a) Certifications

32.1                       Section 1350 Certification









<PAGE>
                                                                    Exhibit 10.5

                               PURCHASE AGREEMENT

     THIS  PURCHASE  AGREEMENT ("Agreement") is entered into effective this 25th
day  of  November,  2002  (the  "Effective  Date"),  by  and  between ZENEX LONG
DISTANCE,  INC.,  an Oklahoma corporation ("Seller"); and TIME ADVISORS, L.P., a
Texas  limited  partnership  ("Buyer").  In consideration of the mutual promises
made  herein,  Buyer  and  Seller  agree  as  follows:

     1.  Background.  Time is in the business of consulting and related services
in  the  long  distance telecommunications industry. The Company is the owner of
direct  long  distance  service  and prepaid accounts, and is in the business of
providing  long  distance  telecommunications,  in  part,  by  means  of its own
switching  equipment. At 5:00 p.m. Monday, November 25, 2002, the Company's long
distance  service  will  be  terminated  for  nonpayment of amounts owing by the
Company  to  Global Crossings ("Global"), the Company's primary carrier. If this
termination  occurs,  the Company's customers' long distance service will cease,
resulting  in  hardship to the customers and the almost certain loss of all such
long  distance  consumers  as  customers  of  the  Company.  In  this event, the
Company's  business  will  be  worthless. In attempt to prevent such termination
from  occurring  and  to  allow  the Company to continue to operate in a limited
fashion  and  windup its affairs in an orderly manner, the Company and Time have
agreed that (a) Time will acquire the Company's book of business pursuant to the
terms of this Agreement; (b) the Company will issue to Time an option to acquire
certain of the Company's equipment pursuant to the terms of the Option Agreement
executed  simultaneously  with  this  Agreement; (c) Time will pay to Global the
amount of approximately $27,843 in order to prevent the immediate termination of
the  Company's  long  distance  service, and (d) the Company will retain Time to
provide  certain  services on the terms and conditions set forth in the Services
Agreement  executed  simultaneously  with this Agreement. Each of the referenced
agreements  are  between  Buyer  and  Seller.

     2. Book of Business. All parties to this Agreement desire Buyer to purchase
from  Seller,  and  Seller to sell to Buyer, all of the "Book of Business" upon,
and  subject  to,  the  terms and conditions set forth herein. The term "Book of
Business" means all of the customers and pre-paid accounts of Seller, including,
without  limitation, all of the Seller's customers listed in Schedule 1 attached
hereto.

3.  Purchase  and  Sale.
    --------------------

     3.1  Purchase  of  Assets.  Subject  to  the  terms  and conditions of this
          Agreement,  Buyer  hereby  purchases  the  Book of Business and Seller
          hereby  sells,  conveys,  assigns,  transfers and delivers the Book of
          Business  to  Buyer  free  and  clear  of  all  liens,  debts, claims,
          encumbrances,  mortgages,  pledges  and  security  interests.

     3.2  Purchase  Price and Payment of Purchase Price. In consideration of the
     Seller's  sale  and  delivery  to Buyer of good and marketable title in the
     Book  of  Business, Buyer hereby tenders for the benefits of the Seller the
     amount  equal  to  $27,843  (the  "Purchase  Price").



                                        1
<PAGE>

     3.3  Limited  Assumption of Liabilities. The parties hereto acknowledge and
          agree  that  Buyer  does  not assume, and shall not be liable for, any
          liability,  obligation  or  indebtedness of Seller with respect to all
          periods  prior  to  the  Effective  Date.

     3.4  Rights  of  Buyer. Buyer is authorized, at its option, to transfer the
          Book  of  Business to Buyer's equipment or to any designee or assignee
          of  Buyer.

4.  Representations  And Warranties of Seller. Seller represents and warrants to
    Buyers,  as  of  the  Effective  Date,  the  following:

     4.1 Power, Authority and Validity. This Agreement has been duly authorized,
          executed  and  delivered  by  the  Seller.  Seller  has full power and
          authority  to  own  and  operate  the Book of Business. This Agreement
          constitutes  the  valid  and  binding  agreement  of  Seller  and  is
          enforceable  against  it  in  accordance  with the Agreement's  terms.

     4.2  Title  to  Assets. Seller has good and marketable title to the Book of
           Business.

     4.3  Litigation.  There  is  no litigation or proceeding pending, or to the
          knowledge  of Seller threatened, against the Seller or relating to the
          Book  of  Business.

     4.4 Condition of Assets. The Book of Business is sold by Seller "AS IS" and
          without  any  warrants  as  to  condition  or  fitness  for  use  or
          merchantability.  Buyers  have had adequate opportunity to inspect the
          Assets  and  accepts  the Assets in the condition delivered by Seller.

5.  Deliveries  of  Seller.  Seller  hereby  delivers  to  Buyers the following:

     5.1  Title  to Assets. The Bill of Sale and Assignment in substantially the
          form  as  Exhibit  "A"  attached  hereto.

     5.2  Possession  of  Book  of Business. Possession of the Book of Business,
          including, but not limited to, all books, records, and other documents
          relating  to  the  Book  of  Business.

6.  Deliveries of Buyer. Buyer hereby tenders the Purchase Price for the benefit
of  Seller
pursuant  to  paragraph  3.2  hereof.

7.  Indemnification.  Seller  shall  indemnify  and defend and hold harmless the
Buyer,  from  and  against  and in respect of claims, actions, suits, judgments,
costs,  expenses (including, but not limited to, reasonable attorneys' fees) and
liabilities  incurred or which may be incurred by Buyer, arising out of Seller's
ownership  and/or  operation  of  the Book of Business which accrue or relate to
occurrences  on  or  prior  to  the  date  of  this  Agreement.

8.  Miscellaneous.

                                        2
<PAGE>

     8.1  Receipts  and  Liabilities.  All  monies, proceeds, receipts, accounts
          receivable  and  income  attributable to the Assets for all periods of
          time  on  or  after the Effective Date, shall be the sole property and
          entitlement  of  Buyer,  and  to the extent received by Seller, Seller
          shall  hold  such in trust for Buyer and shall fully disclose, account
          for  and  transmit  same  to  Buyers  promptly.

     8.2  Notices.  All notices,  requests, demands,  and  other  communications
          under  this  Agreement shall be in writing and shall be deemed to have
          been  duly  given if delivered or mailed, first-class postage prepaid,
          to  the  following  at  the  addresses indicated:

          To  the  Buyer:       Time  Advisors,  L.P.

                                ---------------------------------
                                ---------------------------------
                                (Telefacsimile  No.:  (    )     -        )
                                                       ----   --- --------

          To  the  Seller:      Zenex  Long  Distance,  Inc.
                                201  Robert  S.  Kerr  Avenue,  Suite  520
                                Oklahoma  City,  Oklahoma  73102
                                (Telefacsimile  No.:  (405)  749-9929)

          or  to  any  other address that Buyer or the Seller shall designate in
          writing.

     8.3  Governing Law. This Agreement shall be governed in all respects by the
          law  of  the  State  of  Oklahoma.

     8.4 Entire Agreement. This Agreement sets forth the entire understanding of
          the  parties;  further,  this Agreement shall supersede and/or replace
          any oral or written Agreements relating to this subject matter entered
          into  by  the  parties  before  the  date  of  this  Agreement.

     8.5  Binding Effect. This Agreement, inclusive of its terms and provisions,
          shall  be  binding  on and inure to the benefit of, and be enforceable
          by,  the  respective  heirs,  legal  representatives,  successors, and
          assigns  of  the  parties  pursuant  to  its  terms.

     8.6  Expenses. Except as otherwise expressly  provided herein,  the parties
          to  this  Agreement shall pay their own expenses and costs (including,
          without  limitation,  all attorney's fees) incurred in connection with
          this  Agreement  and  the  transactions contemplated  hereby.

     8.7  Further Assurances. From and after the date of this Agreement, each of
          the  parties  will  cooperate  with  each  other and will use its best
          efforts  to  obtain  all  necessary  waivers  and  consents from third
          parties.  Seller,  at  any time and from time to time on and after the

                                        3
<PAGE>

          date  of this Agreement, upon request by Buyer, shall take or cause to
          be  taken  such actions and execute, acknowledge and deliver, or cause
          to   be   executed,  acknowledged   and   delivered,  such  transfers,
          conveyances and assurances as may be reasonably requested by Buyer for
          the  conveying,  transferring,  assigning,  delivering,  assuring  and
          confirming  the Book of Business to Buyer in accordance with the terms
          hereof.

     Buyer  and  the  Seller  have   executed  this  Agreement  effective  as of
the  25th  day  of  November,  2002.

                                  TIME  ADVISORS,  L.P.,   a   Texas   limited
                                  partnership

                                    By:  BANNISTER INVESTMENTS, L.P., a  Texas
                                    limited  partnership,  General  Partner

                                      By:  DRB  INVESTMENTS  LLC,  a  Texas
                                           limited  liability  company,  its
                                           General Partner
                                           By:
                                              ----------------------------------
                                              Danny  Bannister,  Jr.,  Manager

                                    ("Buyer")

                                    ZENEX  LONG  DISTANCE,  INC.,
                                    an  Oklahoma  corporation


                                    By
                                      ------------------------------------------
                                      Name:
                                      Title:

                                    ("Seller")




                                        4

<PAGE>
                                                                    Exhibit 10.6

                                OPTION AGREEMENT
                                ----------------

     THIS  AGREEMENT  is  made effective the 25th day of November, 2002, between
TIME  ADVISORS,  L.P., a Texas limited partnership (the "Seller") and ZENEX LONG
DISTANCE,  INC.,  an Oklahoma corporation (the "Buyer"). In consideration of the
mutual  promises  and  agreements  contained herein, the parties hereto agree as
follows:

1. Background. Time is in the business of consulting and related services in the
long  distance  telecommunications  industry. The Company is the owner of direct
long distance service and prepaid accounts (hereinafter the "book of business"),
and  is  in the business of providing long distance telecommunications, in part,
by means of its own switching equipment. At 5:00 p.m. Monday, November 25, 2002,
the Company's long distance service will be terminated for nonpayment of amounts
owing  by  the  Company  to  Global.  If  this termination occurs, the Company's
customers'  long  distance  service  will  cease,  resulting  in hardship to the
customers  and  the  almost  certain loss of all such long distance consumers as
customers  of  the  Company.  In  this  event,  the  Company's  business will be
worthless.  In  attempt  to prevent such termination from occurring and to allow
the  Company  to continue to operate in a limited fashion and windup its affairs
in  an  orderly  manner,  the  Company  and  Time have agreed that (a) Time will
acquire  the  book  of  business pursuant to the terms of the Purchase Agreement
executed  simultaneously with this Agreement; (b) the Company will issue to Time
an  option to acquire certain of the Company's business pursuant to the terms of
this  Agreement; (c) Time will pay to Global the amount of approximately $27,843
in  order  to  prevent  the immediate termination of the Company's long distance
service, and (d) the Company will retain Time to provide certain services on the
terms and conditions set forth in the Services Agreement executed simultaneously
with  this  Agreement.  Each  of  the referenced Agreements are between Time and
Zenex  Long  Distance,  Inc..

2.  Option  Agreement.  In consideration of the sum of $10.00 and other good and
valuable consideration this day paid by the Buyer to the Seller, the receipt and
sufficiency  of  which  are hereby acknowledged by the Seller, the Seller hereby
grants  to the Buyer the exclusive and irrevocable option to purchase all of the
Seller's  right, title and interest in and to the property set forth on Schedule
1  attached  hereto  (the  "Equipment"),  free  and  clear  of  all  liens  and
encumbrances,  except  as  described  in  paragraph  4  of  this  Agreement.

4.  Exercise  of  Option.  The option hereby granted may be exercised by written
notice  delivered  by the Buyer to the Seller at the address stated in paragraph
9.2  of  this  Agreement.

5.  Purchase  Price.  As  consideration  for  the purchase of the Equipment, the
exercise price for the Equipment will be the assumption by the Buyer of Seller's
obligations  to  pay  the  principal  outstanding balance of the amount owing by

                                        1
<PAGE>

Seller  under  the loan agreements and promissory note 2 set forth on Schedule 2
to  this Agreement, in the aggregate outstanding principal amount as of the date
of  this   Agreement  of  approximately  $394,946.51  (the  "Debt"),  with  such
assumption to provide for payment terms requiring the Buyer to pay the remaining
principal  balance  of the Debt, together with interest thereon, pursuant to the
regular  payment  schedule as currently provided under the instruments set forth
in  Schedule  2.

6.  Lease  Assumption. Promptly after the purchase by Time of the Equipment, the
Company  agrees  to  assign  to  Time,  and Time agrees to assume, the Company's
obligations under each lease agreement set forth in Schedule 3 of this Agreement
(the  "Lease"),  only  with  respect to Suite 905. The Company will use its best
efforts  to  separate  the  lease  of the 5th floor from the lease of Suite 905.

7.  Closing.  The  Buyer and the Seller agree that the purchase of the Equipment
will be consummated as follows:

     1.  Closing  Date.  The sales of the Equipment will close on a business day
         which  is  no later  15 business days after each exercise of a purchase
         option  by  the  Buyer  (the  "Closing Date").  The closing of the sale
         of  the  Equipment  will take place at the offices of Conner & Winters,
         P.C., with  the exact time for closing to be designated by the Buyer by
         written  notice  to  the  Seller  and  approved  by  the  Seller.

     2.  Seller's  Instruments.  On the Closing Date the Seller will deliver, or
          cause to be delivered, to the Buyer the following items (all documents
          will  be  duly  executed  and  acknowledged  where  required):

          7.2.1  Bill  of  Sale and Assignment. A Bill of Sale and Assignment in
                 substantially the form  satisfactory  to Buyer assigning to the
                 Buyer good and  marketable  title to the Equipment, free of all
                 liens  and  encumbrances;

          7.2.2  Evidence  of Authority.  A certificate of authority executed by
                 the Seller  and  Zenex  Communications,  Inc.  authorizing  the
                 Seller's  consummation  of  this Agreement;

          7.2.3  Additional  Documents.  Such  additional  documents as might be
                 reasonably requested  by  the  Buyer  to  consummate  the  sale
                 of  the  Equipment  to the Buyer.












                                        2
<PAGE>

     3.  Possession. Possession of the Equipment will be delivered by the Seller
         to the  Buyer on or before  the  close of business on the Closing Date,
         free  from   all  parties  claiming  rights to possession of, or having
         claims  against,  the  Equipment,  other  than  pursuant to contractual
         obligations approved or to  be  assumed  by  the  Buyer.  Effective  on
         the delivery of  the Bill of Sale and Assignment conveying title to the
         Equipment  by  the  Seller  to the  Buyer, beneficial ownership and the
         risk  of loss of the Equipment will pass from the Seller to the Buyer.

     4.  Costs. The parties will pay their respective costs and attorneys' fees.

8.  Receipts. Any accounts or other sums receivable with respect to operation of
the  Equipment  earned  and  attributable to the period beginning on the Closing
Date  and thereafter will be paid to the Buyer to the extent that such sums have
been  collected on or before the Closing Date. On receipt after the Closing Date
by  the  Seller  of accounts receivable with respect to the Equipment which were
earned  prior  to the Closing Date, the same will be promptly paid to the Buyer.

9.  Default;  Remedy.   In the  event that  either  party fails  to perform such
party's  obligations hereunder (except as excused by the other party's default),
the  party  claiming  default  will  make written demand for performance. If the
Seller  fails  to  comply  with such written demand within 10 days after receipt
thereof,  the  Buyer  will  have  the  option  to  waive such default, to demand
specific  performance  or  to  terminate  this  Agreement. If the Buyer fails to
comply  with  such written demand within 10 days after such receipt thereof, the
Seller will have the option to waive such default or to terminate this Agreement
by  written  notice  to  the  Buyer,  without  liability  to  Seller  by  Buyer.

10.  Miscellaneous.  It  is  further  agreed  as  follows:

     1.  Time.  Time  is  of  the  essence  of each provision of this Agreement.

     2.  Notices.  Any  notice,  payment,  demand  or  communication required or
         permitted  to  be  given by  any provision of this Agreement will be in
         writing  and  will  be  deemed   to  have  been  given  when  delivered
         personally  or  by  telefacsimile  (with   a  hard copy send within one
         business  day  by  any  other means described in this paragraph) to the
         party  designated to  receive such notice, or on the date following the
         day sent by overnight courier on  the third business day after the same
         is  sent  by  certified mail,  postage and charges prepaid, directed to
         the  following  addresses  or  to such other or additional addresses as
         any  party  might  designate  by  written  notice  to the other party:

         To  the  Buyer:     Time  Advisors,  L.P.


                             (Telefacsimile  No.:  (____)  ___-________)


         To  the  Seller:    Zenex  Long  Distance,  Inc.
                             201  Robert  S.  Kerr  Avenue,  Suite  520
                             Oklahoma  City,  Oklahoma  73102

                                        3

<PAGE>

                      (Telefacsimile No.: (405) 749-9929)

     3. Survival. All representations and warranties of the Seller and the Buyer
        contained in this Agreement with respect to the Equipment will terminate
        on,  and  as  of, the Closing Date of the sale of the Equipment and will
        not survive  the  closing  of the  sale of  the  Equipment,  except for:
        (a)  the  warranties  of  title  of  the  Seller  and the assumption  of
        obligations by the  Buyer, if any, expressed in the conveyance documents
        delivered  on the  Closing Date; (b) the agreements regarding payment of
        the  closing  costs set forth at paragraph 6.4; and (c) the agreement of
        the Seller with respect  to amounts collected after the Closing Date set
        forth  at  paragraph  7.

     4.  Entire  Agreement.  This  Agreement  constitutes  the  entire agreement
         between the Buyer and the Seller relating to the sale of the Equipment.
         This Agreement supersedes, in all  respects,  all prior written or oral
         agreements, if any, between the  parties  relating  to  the sale of the
         Equipment, and there are no  agreements,  understandings, warranties or
         representations between the Buyer and  the  Seller  except as set forth
         herein.

     5.  Binding Effect.  This  Agreement  will inure to the benefit of and bind
         the respective successors and permitted  assigns  of  the Buyer and the
         Seller.

     6.  Attorneys'  Fees.  If  either  party institutes an action or proceeding
         against the other relating to  the  provisions of this Agreement or any
         default hereunder, the unsuccessful  party to such action or proceeding
         will reimburse the successful party therein for the reasonable expenses
         of  attorneys'  fees,  disbursements   and  other  litigation  expenses
         incurred  by  the  successful  party.

     7.  Severability.  If any clause or provision of this Agreement is illegal,
         invalid,  or  unenforceable  under  any  present  or  future  law,  the
         remainder of this  Agreement will not be  affected  thereby.  It is the
         intention  of  the  parties that if any such provision  is held  to  be
         illegal, invalid, or unenforceable, there will be added in lieu thereof
         a provision as similar in  terms  to  such  provision  as  is  possible
         and  be  legal, valid,  and enforceable.

     8.  Counterpart  Execution. This Agreement may be executed in counterparts,
         each  of  which  will  be deemed an original document, but all of which
         will constitute a single document. This document will not be binding on
         or  constitute  evidence  of  a contract between the parties until such
         time as a counterpart of this document has been executed by each party,
         and a copy thereof delivered  to  the  other  party  to this Agreement.

     9.  Assignment.  The  rights  of  the  Buyer  under  this  Agreement may be
         assigned,  in  whole  or  in part, without the prior written consent of
         the Seller.

    10.  Amendment.  Neither this Agreement nor any of the provisions hereof can
         be changed, waived,  discharged, or  terminated except by an instrument

                                        4
<PAGE>

         in writing signed by the  party against whom enforcement of the change,
         waiver,  discharge  or  termination  is  sought.

    11.  Governing  Law.  This  Agreement  is  being executed, delivered, and is
         intended  to  be  performed  in  the  judicial  district  in  which the
         Equipment is located,  and  the substantive  laws of the state in which
         the Equipment is located will  govern  the  validity,  construction and
         enforcement of this Agreement.  The parties  consent  to  the venue and
         jurisdiction  of  the  United States District  Court  in  the  judicial
         district in which  the  Equipment  is  located in any action brought to
         enforce the  terms of  this  Agreement.  The  parties  irrevocably  and
         unconditionally  submit  to  the jurisdiction (both subject matter  and
         personal)  of  such  court  and  irrevocably  and unconditionally waive
         (a) any objection any party might now or hereafter have to the venue in
         such court, and (b)  any claim that any action or proceeding brought in
         such court has been brought  in  an  inconvenient  forum.

    12.  Further Assurances.  From and after the date of this Agreement, each of
         the parties  will  cooperate  with  each  other  and  will use its best
         efforts  to  obtain  all  necessary  waivers  and  consents  from third
         parties.  Seller,  at any  time  and  from  time  to time  on and after
         the date of this Agreement, upon request by Buyer, shall  take or cause
         to be taken such actions and execute, acknowledge and deliver, or cause
         to be executed, acknowledged and delivered, such transfers, conveyances
         and  assurances  as  may be  reasonably  requested  by  Buyer  for  the
         conveying,   transferring,   assigning,   delivering,   assuring    and
         confirming  the  Book of Business to Buyer in accordance with the terms
         hereof.






              [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]







                                        5

<PAGE>

IN  WITNESS  WHEREOF,  this  instrument  has  been executed by the parties to be
effective on  the  date  first  above  written.

                                        TIME  ADVISORS,  L.P.,
                                        a  Texas  limited  partnership

                                        By  DRB  INVESTMENTS  LLC,  a
                                          Texas  limited  liability  company,
                                          its  General  Partner


                                        By_________________________________
                                          Danny  Bannister,  Jr.,  Manager

                                        (the  "Seller")


                                       ZENEX  LONG  DISTANCE,  INC.,
                                       an  Oklahoma  corporation

                                       By___________________________________
                                         Name:______________________________
                                         Title:_____________________________

                                         (the  "Buyer")













                                        6
<PAGE>
















                                    EQUIPMENT



















                                                                      Schedule 1
                                                                Page 1 of 1 Page
<PAGE>

                FIRST NATIONAL BANK (MIDWEST CITY) (the "Bank")
                                 LOAN DOCUMENTS


A.  250,302.00  Loan  by  the Bank to ZENEX LONG DISTANCE, INC. ("Zenex"), dated
    January 11,  2000

    Additional  loan  documents  of  even  date  therewith:

     1.  Promissory  Note  by  Zenex  in  favor  of  the  Bank
     2.  Corporate  Resolution  by  Zenex
     3.  Commercial  Pledge  Agreement  by  Zenex and Prestige Investments, Inc.
     4.  Corporate  Resolution  by  Naylor  Concrete  Construction Company, Inc.
         ("Naylor, Inc.")
     5.  Commercial  Guaranty  by  Naylor  Concrete  Construction  Company, Inc.
     6.  Commercial  Guaranty  by  Ricky  A.  Naylor  ("Naylor")
     7.  Subordination  Agreement  by  Prestige  Investments,  Inc.
     8.  Business  Loan  Agreement  by  Zenex
     9.  Agreement  to  Provide  Insurance  by  Zenex
     10. Commercial  Security  Agreement  by  Zenex
     11. Corporate  Resolution  by  Prestige  Investments,  Inc.
     12. Disbursement  Request  and  Authorization

B.  100,260.00  Loan  by  the  Bank  to  Zenex,  dated  March  10,  2000

    Additional  loan  documents  of  even  date  therewith:

     1.  Business  Loan  Agreement  by  Zenex
     2.  Commercial  Pledge  Agreement  by  Zenex and Prestige Investments, Inc.
     3.  Commercial  Security  Agreement  by  Zenex
     4.  Promissory  Note  by  Zenex  in  favor  of  the  Bank
     5.  Commercial  Guaranty  by  Naylor
     6.  Commercial  Guaranty  by  Naylor,  Inc.
     7.  Agreement  to  Provide  Insurance  by  Zenex
     8.  Disbursement  Request  and  Authorization

C.  300,000.00 Loan by Naylor, Inc. and Naylor to Zenex and CHURCHLINK.COM, INC.
    ("Churchlink"),  dated  January  31,  2001

    Additional  loan  documents  of  even  date  therewith:

     1.  Business  Loan  Agreement  by  Zenex and Churchlink in favor of Naylor,
         Inc. and Naylor
     2.  Promissory  Note  by  Zenex and Churchlink in favor of Naylor, Inc. and
         Naylor

                                                                      Schedule 2
                                                                Page 1 of 1 Page
<PAGE>



                                LEASE AGREEMENTS

                                    between

                        BOK PLAZA ASSOCIATES, LLC ("BOK")

                                      and

                      ZENEX LONG DISTANCE, INC. ("ZENEX")


A.  Lease Agreement, dated March 2, 1994, between Zenex Long Distance, Inc., and
     BOK  Plaza  Associates
     1.  First  Amendment  dated  August  31,  1994;
     2.  Second  Amendment  dated  February  28,  1995;
     3.  Third Amendment dated May 6, 1997 (titled "SECOND AMENDMENT TO LEASE");
     4.  Fourth  Amendment  dated  June  23,  2000;
     5.  Fifth  Amendment  dated  August  16,  2000.

B.  Storage  Lease  Agreement,  dated June 5, 1997, between Zenex Long Distance,
    Inc.,  and BOK  Plaza  Associates
     1.  First  Amendment  dated  July  31,  2000.

C.  Consent  to  Sublease  Agreement  dated  June  1,  1995,  between Zenex Long
    Distance,  Inc.,  and  Access Unlimited,  Inc.

D.  Parking  License Agreement dated June 23, 2000, between Zenex Long Distance,
    Inc.,  and BOK  Plaza  Associates  for  parking  space  #12.

E. Parking License Agreement dated August 16, 2000, between Zenex Long Distance,
   Inc.,  and  BOK Plaza  Associates  for  parking  space  #54.










                                                                      Schedule 3
                                                                Page 1 of 1 Page

<PAGE>

                                THIRD AMENDMENT
                                       TO
                                OPTION AGREEMENT
                                ----------------

     THIS  THIRD  AMENDMENT  TO OPTION AGREEMENT (the "Third Amendment") is made
this  14th  day  of  March,  2003,  between  RED RIVER NETWORKS LLC, an Oklahoma
limited  liability  company  ("Red  River"),  and  ZENEX LONG DISTANCE, INC., an
Oklahoma  corporation  (the  "Company"). In consideration of the mutual promises
and  agreements  contained  herein,  the  parties  hereto  agree  as  follows:

     1. Background. Paragraph 3 of the Option Agreement, dated November 25, 2002
        (the  "Agreement"),  between  Red River  and the Company, was previously
        amended pursuant to the  First  Amendment to the Option Agreement, dated
        January  30,  2003,  to  reflect  a change  of  the expiration date from
        January  31, 2002  to  February 28, 2003 and the Second Amendment to the
        Option  Agreement, dated  February 27, 2003, to  reflect a change of the
        expiration  date  from  February  28,  2002  to  March  15, 2003.

     2.  Extension  of  Term.  Paragraph 3 of the Agreement is hereby amended by
         deleting the date "March 15, 2003," and replacing in lieu thereof, the
         date  "April  30,  2003."

     3.  Continuing Agreement. The Option Agreement is amended and modified only
         to the extent specifically  amended or modified by this Third Amendment
         and none of  the other terms, conditions or provisions of the Agreement
         are amended or modified by  this Third Amendment. The Option Agreement,
         as  amended and  modified by the First Amendment, the Second Amendment,
         and  the  Third  Amendment,  shall  remain  in  full force and effect.

     IN  WITNESS  WHEREOF,  the parties to the foregoing Agreement have hereunto
set  their  hands  the  day  and  year  first  above  written.

                                       RED  RIVER  NETWORKS  LLC
                                       an  Oklahoma  limited  liability  company

                                       By____________________________
                                         Charles  W.  Dobbins,  IV,  Manager


                                       ZENEX  LONG  DISTANCE,  INC.,
                                       an  Oklahoma  corporation

                                       By:  ____________________________
                                            Name:  ____________________________
                                            Title:  ____________________________

                                      (the  "Company")











                                        1

<PAGE>
                                                                    Exhibit 10.7

                               SERVICES AGREEMENT
                               ------------------

     THIS  SERVICES  AGREEMENT  ("Agreement")  made  effective  the  25th day of
November,  2002,  between  TIME  ADVISORS,  L.P.,  a  Texas  limited partnership
("Time"),  and  ZENEX  LONG  DISTANCE,  INC.,  an  Oklahoma  corporation  (the
"Company").  In  consideration  of  the mutual promises and agreements contained
herein,  the  parties  hereto  agree  as  follows:

1. Background. Time is in the business of consulting and related services in the
long  distance  telecommunications  industry. The Company is the owner of direct
long distance service and prepaid accounts (hereinafter the "book of business"),
and  is  in the business of providing long distance telecommunications, in part,
by means of its own switching equipment at 5:00 p.m. C.S.T. Monday, November 25,
2002,  the  Company's long distance service will be terminated for nonpayment of
amounts  owing  by  the  Company  to  Global.  If  this  termination occurs, the
Company's  customers' long distance service will cease, resulting in hardship to
the customers and the almost certain loss of all such long distance consumers as
customers  of  the  Company.  In  this  event  the  Company's  business  will be
worthless.  In  attempt  to prevent such termination from occurring and to allow
the  Company  to continue to operate in a limited fashion and windup its affairs
in  an  orderly  manner,  the  Company  and  Time have agreed that (a) Time will
acquire  the  book  of  business pursuant to the terms of the Purchase Agreement
executed  simultaneously with this Agreement; (b) the Company will issue to Time
an option to acquire certain of the Company's equipment pursuant to the terms of
the  Option Agreement executed simultaneously with this Agreement; (c) Time will
pay  to  Global  the  amount  of  approximately  $27,843 in order to prevent the
immediate  termination  of  the  Company's  long  distance  service, and (d) the
Company will retain Time to provide certain services on the terms and conditions
set  forth  in  this Agreement. The Agreements referenced above are between Time
and  the  Company  and  are  collectively  referenced  as  the  "Agreements."

2.  Services.  Subject  to the terms of this Agreement, Time will provide to the
Company  on  a  nonexclusive  basis,  services relating to the operations of the
Equipment  (as  defined  in the Option Agreement) for the benefit of the Book of
Business  (as defined in the Purchase Agreement) (collectively, the "Services").

3.  Personnel.  Time  may  retain  the  services of one or more of its officers,
directors,  employees,  and  agents  to  perform  the  Services. Effective as of
November  25,  2002,  the  Company will terminate the following employees of the
Company  (a)  Joey  Alfred,  (b) Candy Miller, (c) Steve Aduddell, and (d) Scott
James  (the "Company Employees"). Time intends to offer to retain one or more of
the  Company Employees as an independent consultant of Time on such terms as are
satisfactory  to Time in its sole discretion. Time assumes no obligations of the
Company to the Company Employees nor warrants that time will offer to retain any
of  the  Company  Employees.

4.  Nonexclusivity.  Time  agrees  that it will, for the term of this Agreement,
devote  as  much  time,  attention, energy, and resources to the business of the
Company  as  reasonably  necessary to perform its designated duties as described
herein.  The  Company  understands  and acknowledges that Time has been, and is,
engaged  in  activities  other  than  providing  the  Services.  Some  of  these

                                        1
<PAGE>

activities may be in competition ("Competing Activities") with the activities of
the  Company. The Company also acknowledges and understands that Time intends to
continue  to  engage  in  such  Competing Activities and may, from time to time,
choose  to  engage  in  additional activities which may be in direct or indirect
competition  with  the  activities  of  the  Company.  Nothing contained in this
Agreement  will  prohibit  Time  from  engaging  in  such  Competing Activities.

5. Payment for Services. Subject to paragraph 5.1, the Company is to pay to Time
a  fee  during  the  term  of this Agreement (the "Fee"), equal to the amount of
accounts  receivable  outstanding  as  of  the  date  of this Agreement plus all
accounts  receivable  arising during the term of this Agreement (the "Accounts")
which  are  collected  by the Company, less the amount subject to payment as set
forth  in  paragraph  5.2. The Company will use its best efforts to collect such
accounts  in  full  and  on a timely basis. Upon each receipt of proceeds of the
Accounts  (the  proceeds  are referenced as the "Collections"), the Company will
immediately  deliver  the  Collections  to  Time,  with instructions as follows:

     5.1  Payments  Directed  by the Company. The Company hereby directs Time to
          pay  the  following  amounts  to  the  extent  of  the  amount  of the
          Collections  in  the following order of priority: (a) the amount which
          is  due  and payable by the Company under the Storage Lease Agreement,
          dated  June  5,  1997,  as  amended, between the Company and BOK Plaza
          Associates,  LLC  for  the  month  of  December  2002; (b) the regular
          payment  of  principal and interest due for the month of December 2002
          under  (i) the Promissory Note, dated January 11, 2000, by the Company
          in  favor  of First National Bank of Midwest City (the "Bank"), having
          an approximate balance of $127,993.89, (ii) the Promissory Note, dated
          March  10,  2000,  by  the  Company  in  favor  of the Bank, having an
          approximate  balance  of  $54,318.11,  and  (iii) the Promissory Note,
          dated January 31, 2001, by the Company in favor of Ricky A. Naylor and
          Naylor  Concrete Construction Co., Inc., having an approximate balance
          of  $212,634.51; and (c) the regular weekly amount of $27,843 (or such
          lesser  amount as may be due Global) to Global, beginning November 25,
          2002,  and  continuing  each  week  during the term of this Agreement.
          Payment by Time as directed by the Company will be conclusive evidence
          of  proper  payment  by  Time  under  this  Agreement. Time assumes no
          liability  with respect to the aforementioned obligations or any other
          obligations which the Company may have. Furthermore, Time will have no
          liability  or  obligation  as  to the application of such funds by the
          respective  payees  set  forth  above.

     5.2  Fee.  The  amount  of  the  Collections  remaining  after the payments
          provided  under  paragraph  5.1  of this Agreement will be retained by
          Time  as  the  Fee in payment for the Services rendered by Time to the
          Company  under  this  Agreement.

     5.3  Validity of Accounts. The Company represents and warrants to Time that
          all accounts outstanding as of the date of this Agreement are true and
          lawful  accounts  due  and  owing  to the Company, and all information
          relating  to  the accounts provided to Time is true and correct in all
          respects.

6.  Term.  This Agreement is effective as of the date of this Agreement and will
continue until December 31, 2002, unless sooner terminated pursuant to the terms
of  this paragraph 6. Time may terminate this Agreement without liability to the
Company  on  72  hours  prior  written  notice to the Company if (a) the Company
defaults  under  any  of  the terms or provisions of this Agreement or any other
agreement  between  the  Company and any of its affiliates and Time or any of it
affiliates;  (b)  any  representation, statement, certificate, exhibit or report

                                        2
<PAGE>

made or furnished to Time by, or on behalf of, the Company proves to be false or
erroneous  in  any  material respect when made or any representation or warranty
contained  in the Agreements ceases to be complied with in any material respect;
(c)  the  insolvency  of   the  Company  o r  the   institution  of  bankruptcy,
reorganization,  liquidation,  receivership  or conservatorship proceeding by or
against  the  Company;  or  (d)  if  Time  exercises its option under the Option
Agreement  to  acquire  the  Equipment (as defined in the Option Agreement). The
provisions  of  paragraphs  5,  9, and 10 hereof will survive the termination of
this  Agreement.

7.  Performance  of  Services.
    --------------------------

     7.1  Degree  of  Care.  Time  will perform the Services with the reasonable
          degree  of  care,  skill,  and prudence customarily exercised by it in
          respect of  its  own  business, operations,  and  affairs.

     7.2  Certain Limitations. Each party acknowledges that the Services will be
          provided  only  with  respect  to  the business of the Company as such
          business  exists  as  of  the  date  of this Agreement or as otherwise
          mutually agreed by the parties. Time will not be obligated under  this
          Agreement  to  provide Services for the benefit of entities other than
          the  Company.

     7.3  Certain Information.   The Company will provide any information needed
          by Time to perform the  Services  pursuant  to  this Agreement. If the
          failure  to  provide  such  information renders the performance of any
          requested  Services  impossible  or  unreasonably difficult, Time may,
          upon  reasonable  notice  to  the  Company,  refuse  to  provide  such
          Services.

8.  Assignment  of  Duties.  Time may, without the consent of, or notice to, The
Company,  retain  any  affiliate  of  Time  to  perform all, or any part, of the
Services. Time may retain non-affiliates of Time to perform the Services, unless
the  Company objects in writing to Time. Notwithstanding the foregoing, Time may
retain,  without  notice to the Company and without the Company having the right
to  object,  such  other  parties or entities that are not affiliates of Time to
perform the Services in the event of exigent circumstances. The determination of
an  "exigent  circumstance" will be in the sole and absolute discretion of Time.
The  fees  and charges of each individual or entity retained by Time pursuant to
this  paragraph  8  will  constitute  a  cost incurred by Time in performing the
Services.

9.  Limitations  on  Liability.  Except  as  otherwise  provided in paragraph 10
hereof,  Time  will  have  no  liability  under  this  Agreement  (including any
liability  for  its  own negligence) for damages, losses or expenses suffered by
the Company or its subsidiaries as a result of the performance or nonperformance
of  Time's  obligations  hereunder,  unless such damages, losses or expenses are
caused  by,  or  arise  out of, the willful misconduct of Time. In no event will
Time have any liability to the Company for indirect, incidental or consequential
damages  that  the  Company or its subsidiaries or parent or any third party may
incur  or  experience  on account of the performance or nonperformance of Time's
obligations  hereunder.

10.  Indemnification.  The  Company  agrees  to  indemnify  and  hold  Time, its
officers,  directors, employees, agents and affiliates harmless from and against
any  and  all  losses,  claims,  obligations,  liabilities, penalties, causes of
action,  damages,  costs  and  expenses (including, without limitation, costs of
defense,  settlement  and  reasonable attorneys' fees and expenses) which any or
all  of  them  may  hereafter  be  alleged  to  be liable for, suffer, incur, be

                                        3
<PAGE>

responsible  for,  or  pay  out, arising out of (a) the manner, conduct, timing,
sufficiency,  adequacy,  or any other aspect of the Services provided by Time or
at  Time's  direction  by  any of its officers, directors, employees, agents and
affiliates  for,  and on behalf of, the Company under this Agreement, other than
occurring  from  willful misconduct of Time; (b) the failure or delay by Time or
any  other  person  or  entity  to  perform any of the Services or any of Time's
obligations hereunder, other than occurring from the willful misconduct of Time;
or  (c)  the  termination  by  the  Company of the Company Employees pursuant to
paragraph  3  of  this  Agreement.

11.  Assistance.  The  Company  agrees to assist Time in performing its Services
hereunder in any manner which Time deems necessary and further agrees to furnish
Time in a timely manner with any documentation which Time deems necessary to aid
in  performing  its  Services  to  The  Company  under  this  Agreement.

12.  Assignment.  This Agreement may be assigned by Time, without the consent of
the  Company,  to any of the following: (a) any party or entity affiliated with,
or  an  affiliate  of, Time; (b) any party or entity with whom Time may merge or
consolidate  or  to whom Time may sell all, or substantially all, of its assets,
and  (c)  any  party  or  entity  Time  may  retain  to  perform  the  Services.

13. Entire Agreement. This Agreement contains and expresses the entire agreement
of  the  parties,  and no other representations or conditions may be relied upon
except  as  set  out  herein.

14.  Modification.  This  Agreement may only be modified by the agreement of the
parties  hereto,  in  writing,  and  executed  by  both  of  the parties hereto.

15.  Governing  Law.  This  Agreement  will  be  governed by, and interpreted in
accordance  with,  the  laws  of  the  State  of  Oklahoma.

16.  Partial  Invalidity  and  Captions.  If  any  clause  or  provision of this
Agreement  is illegal, invalid, or unenforceable, then, in such event, it is the
intention of the parties hereto that the remainder of this Agreement will not be
affected  thereby, and it is also the intention of the parties to this Agreement
that,  in  lieu of each clause or provision of this Agreement that is illegal or
invalid or unenforceable, there be added as a part of this Agreement a clause or
provision  as  similar  in  the  terms to such illegal, invalid or unenforceable
clause  or  provision as may be possible and be legal and valid and enforceable.
The  captions  of  each  paragraph hereof are entered as a matter of convenience
only  and  will not be considered to be of any effect in the construction of the
provision  or  provisions  of  this  Agreement.

17.  Notice.  All notices in this Agreement provided to be given by either party
hereto  to the other will be deemed to have been given, when made in writing and
deposited in the United States mail, certified and postage prepaid, addressed as
follows:

          If  to  Time:                  Time  Advisors,  L.P.
                                         _________________________________
                                         __________________,  ______________
                                         Attention:  Chief  Financial  Officer

          If  to  the  Company:          Zenex  Long  Distance,  Inc.
                                         201  Robert  S. Kerr Avenue, Suite 520
                                         Oklahoma  City,  Oklahoma  73102
                                         Attention:  Ron  Carte

                                        4
<PAGE>

The  address to which any notice, demand or other writing may be given, made, or
sent  to  either  party  may be changed by written notice given by such party as
above  provided.

18.  Waiver.  No waiver by either party with respect to any breach or default or
of  any right or remedy and no course of dealing, will be deemed to constitute a
continuing  waiver  or any other breach or default of any other right or remedy,
unless  such  waiver  is  expressed  in writing signed by the party to be bound.
Furthermore,  the  failure of a party to exercise any right will not be deemed a
waiver  of  such  future  right  or  rights.

19.  Independent Contractor. Time and the Company understand and agree that Time
will  perform  all  Services  under this Agreement as an independent contractor.
Time  will  not  be  deemed  to  be  an  employee  or  partner  of  the Company.





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                                        5
<PAGE>

IN  WITNESS  WHEREOF,  the  parties to the foregoing Agreement have hereunto set
their hands  the  day  and  year  first  above  written.


                                       TIME  ADVISORS,  LLC
                                       a  Texas  limited  partnership

                                       By  DRB  INVESTMENTS  LLC,  a
                                           Texas  limited  liability  company,
                                           its  General  Partner

                                       By_________________________________
                                         Danny  Bannister,  Jr.,  Manager

                                       ("Time")

                                       ZENEX  LONG  DISTANCE,  INC.,
                                       an  Oklahoma  corporation

                                       By____________________________________
                                         Name____________________________
                                         Title_____________________________

                                       (the  "Company")













                                        6

<PAGE>
                                FOURTH AMENDMENT
                                       TO
                               SERVICES AGREEMENT
                               ------------------

     THIS  FOURTH  AMENDMENT  TO  SERVICES AGREEMENT (the "Fourth Amendment") is
made  this  14th day of March, 2003, between RED RIVER NETWORKS LLC, an Oklahoma
limited  liability  company  ("Red  River"),  and  ZENEX LONG DISTANCE, INC., an
Oklahoma  corporation  (the  "Company"). In consideration of the mutual promises
and  agreements  contained  herein,  the  parties  hereto  agree  as  follows:

     1.  Background.  Paragraph  6 of the Services Agreement, dated November 25,
         2002  (the  "Agreement"),  between  Red  River  and   the  Company, was
         previously  amended  pursuant  to  the  First Amendment to the Services
         Agreement,  dated  December  30,  2002,  to  reflect  a  change  of the
         expiration  date  from  December  31,  2002  to   January 31, 2003, was
         amended  again  pursuant  to  the  Second  Amendment  to  the  Services
         Agreement,  dated  January  30,  2003,  to  reflect  a  change  of  the
         expiration  date  from  January 31, 2003 to February 28, 2003,  and was
         amended  again  pursuant  to   the  Third  Amendment  to  the  Services
         Agreement,  dated  February  27th,  2003,  to  reflect a  change of the
         expiration  date  from  February  28,  2003  to  March  15, 2003.

     2   Extension of Term.   Paragraph 6 of the Agreement  is hereby amended by
          deleting the date "March 15, 2003," and replacing in lieu thereof, the
          date "April 30, 2003."

     3.  Continuing  Agreement.  The  Services Agreement is amended and modified
         only  to  the  extent  specifically amended or modified by  this Fourth
         Amendment and none of the other terms, conditions or provisions of  the
         Agreement  are  amended  or  modified  by  this  Fourth Amendment.  The
         Services  Agreement,  as  amended and modified  by the First Amendment,
         the  Second  Amendment,  the Third Amendment,  and the Fourth Amendment
         shall  remain  in  full  force  and  effect.


     IN  WITNESS  WHEREOF,  the parties to the foregoing Agreement have hereunto
set  their  hands  the  day  and  year  first  above  written.

                                       RED  RIVER  NETWORKS  LLC
                                       an  Oklahoma  limited  liability company

                                       By____________________________
                                         Charles  W.  Dobbins,  IV,  Manager


                                       ZENEX  LONG  DISTANCE,  INC.,
                                       an  Oklahoma  corporation

                                       By:  ____________________________
                                            Name:  ____________________________
                                            Title:  ____________________________

                                       (the  "Company")



<PAGE>
                                                                    Exhibit 10.8

                      ASSIGNMENT AND ASSUMPTION AGREEMENT
                      -----------------------------------

     THIS ASSIGNMENT AGREEMENT (the "Agreement") is made effective as of the 4th
day  of December, 2002, between TIME ADVISORS, L.P., a Texas limited partnership
(the  "Assignor")  and  RED  RIVER  NETWORKS  LLC, an Oklahoma limited liability
company  (the  "Assignee").

     1. Background. On November 25, 2002, Assignor entered into three agreements
with Zenex Long Distance, Inc., an Oklahoma corporation ("Zenex"): (a) an Option
Agreement,  pursuant  to  which  the  Assignor  was  given the option to acquire
certain  assets  from  Zenex;  (b)  a  Purchase Agreement, pursuant to which the
Assignor  acquired  certain  assets  from  Zenex;  and (c) a Services Agreement,
pursuant to which the Assignor will provide certain services in the operation of
Zenex's  assets (the "Zenex Agreements"). On November 25, 2002, Assignor entered
into  a  Broker Agreement with Ensynq, Inc., an Oklahoma corporation ("Ensynq"),
pursuant  to  which  the Assignor agreed to pay a broker's fee to Ensynq for its
role  in  bringing  the  parties  to  the Zenex Agreements together (the "Broker
Agreement")  (the  Zenex  Agreements  and  the Broker Agreement are collectively
referred  to  as the "Assigned Agreements"). Assignor has transferred a majority
of  its  business  to  Assignee  and  therefore  desires to assign, and Assignee
desires  to  receive  and assume, all of Assignor's interests and liabilities in
the Assigned Agreements on the terms and conditions set forth in this Agreement.
Assignee  is  an  affiliate  of  Assignor  for  the  purposes  of this Agreement

     2.  Assignment.  In  consideration  of the sum of $10.00 and other good and
valuable  consideration  this  day paid by Assignee to Assignor, the receipt and
sufficiency  of  which  are hereby acknowledged by Assignor, and pursuant to the
assignment  provisions  of  the  Assigned  Agreements,  Assignor hereby assigns,
grants, transfers, conveys and sets over to Assignee all of its right, title and
interest  in  and  to  the  Assigned  Agreements,  and all future modifications,
renewals  and  extensions  thereof,  together  with all of the payments, rights,
issues  and  profits  pertaining  to  the  Assigned  Agreements.

     3.  Assumption.  Assignee  hereby  accepts  the  assignment of the Assigned
Agreements  by  Assignor  and  assumes  and agrees to pay and perform all of the
terms  of  each  of  the Assigned Agreements which accrue after the date hereof,
including,  without  limitation,  all  obligations,  liabilities  and  debts  of
Assignor under the Assigned Agreements. The Assignee further agrees to indemnify
and  hold harmless the Assignor against any claim, loss, cost, damage or expense
arising out of, or relating to, the Assignee's failure or refusal to perform all
obligations  of the Assignor under any of the Assigned Agreements. Assignee will
be  entitled  to  the  benefit  of and will have the right to enforce all of the
Assignor's  rights,  defenses  or  claims  under any of the Assigned Agreements.

     4.  Covenants  and  Warranties. Assignor covenants and agrees with Assignee
that Assignor will not: (a) have any further right, title, or interest in and to
the  Assigned  Agreements;  (b)  cancel  the  Assigned  Agreements  or  accept a
rescission or surrender any or all of the Assigned Agreements; (c) modify, alter
or  amend  the  Assigned  Agreements  in  any  way,  or  grant any concession in
connection  with  the Assigned Agreements. Assignor warrants to Assignee that it
has  not  executed any prior assignment of any or all of the Assigned Agreements

                                        1
<PAGE>

assigned  hereunder  or  of the payments, royalties, issues and profits accruing
thereunder,  and  that Assignor has not performed any acts or executed any other
instrument  which might prevent Assignee from obtaining the benefit of the terms
and  provisions of this Agreement which would limit the rights of Assignee under
this  Agreement.  Assignor  further  warrants  to the Assignee that the Assigned
Agreements  are  in  full  force  and  effect according to their original terms,
unless otherwise indicated at the time of such assignment, and that there are no
defaults  thereunder.

     5.  Miscellaneous.  This  Agreement  will  be  governed  by, construed, and
enforced  in accordance with, and subject to, the laws of the State of Oklahoma.
This  Agreement  will be construed as a whole, and the invalidity of any phrase,
clause  or  provision  herein  contained  will not render this Agreement void or
unenforceable.  This Agreement sets forth the entire agreement and understanding
between  the  parties  as  to  the  subject  matter  of  this  Agreement.

     IN  WITNESS WHEREOF, this instrument has been executed by the parties to be
effective  on  the  date  first  above  written.

                                       TIME  ADVISORS,  L.P.,  a  Texas  limited
                                       partnership

                                       By:  Bannister Investments, L.P., a Texas
                                       limited  partnership

                                       By  DRB  Investments  LLC,  a  Texas
                                       limited liability  company,  its  General
                                       Partner
                                       By
                                         ---------------------------------------
                                         Danny  R.  Bannister,  Jr.,  Manager

                                       ("Assignor")

                                       RED  RIVER  NETWORKS,  LLC,  an
                                       Oklahoma  limited  liability  company
                                       By
                                         ---------------------------------------
                                         Charles  W.  Dobbins,  IV,  Manager

                                       ("Assignee")









                                        2

<PAGE>



                                                                    Exhibit 21.1

                                 Subsidiaries  of  Zenex
                                 -----------------------

Prestige  Investments,  Inc.,  an  Oklahoma  corporation

Zenex  Long  Distance,  Inc.  (d/b/a  Zenex  Communications,  Inc.), an Oklahoma
corporation

Aduddell  Roofing  &  Sheet  Metal,  Inc.,  an  Oklahoma  corporation



















<PAGE>

                                                                    Exhibit 31.1

                                  CERTIFICATION
                           PURSUANT TO SECTION 13a-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

    I,  Ron  Carte,  certify  that:

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  Zenex
International,  Inc.;

2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;  and

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report.

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

     (a)  designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information   relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     (b)  evaluated the effectiveness of  the  registrant's  disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     (c)  presented  in  this   annual  report   our   conclusions   about   the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

     (a)  all significant  deficiencies  in the design or operation of internal.
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and   report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     (b)  any  fraud,  whether  or  not  material,  that involves  management or
          other  employees  who  have  a  significant  role  in the registrant's
          internal  controls;  and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  April  15,  2003
                               /s/ Ron Carte
                               -------------------------------------------------
                               Ron Carte
                               Chairman of the Board and Chief Executive Officer


<PAGE>
                                                                    Exhibit 31.1

                                  CERTIFICATION
                           PURSUANT TO SECTION 13a-14
               OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I,  Debra  G.  Morehead,  certify  that:

1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  Zenex
International,  Inc.;

2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;  and

3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report.

4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

     (a)  designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information   relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     (b)  evaluated the effectiveness of  the  registrant's  disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     (c)  presented  in  this   annual  report   our   conclusions   about   the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the Evaluation  Date;

5.  The  registrant's  other  certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board  of  directors  (or  persons  performing  the equivalent
function):

     (a)  all significant  deficiencies  in the design or operation of internal.
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and   report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     (b)  any  fraud,  whether  or  not  material,  that involves  management or
          other  employees  who  have  a  significant  role  in the registrant's
          internal  controls;  and

6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  April  15,  2003

                                 /s/ Debra G. Morehead
                                 -----------------------------------------------
                                 Debra G. Morehead
                                 Chief Financial Officer


<PAGE>
                                                                    Exhibit 32.1

                    CERTIFICATION PURSUANT TO 18 U.S.C. 1350
         (As adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002)

     For the Annual Report of Zenex International, Inc.  (the "Company") on Form
10-KSB  for  the period ending December 31, 2002 (the "Report"), the undersigned
Chief  Executive  Officer  and  Chief  Financial  Officer  of the Company hereby
certify  that:

     (i)  the  Report  fully complies  with the requirements of Section 13(a) or
          15(d)  of  the  Securities  Exchange  Act  of  1934,  and

    (ii)  the information  contained  in  the  Report  fairly  presents,  in all
          material  respects,  the financial condition and results of operations
          of the Company as of and  for  the  periods  covered  in  the  Report.

Dated:  April  15,  2003

                                       /s/  Ron  Carte
                                       Chief  Executive  Officer


                                       /s/  Debra  G.  Morehead
                                       Chief  Financial  Officer


A  signed  original  of  this written statement required by Section 906 has been
provided  to  Zenex International, Inc. and will be retained by it and furnished
to  the  Securities  and  Exchange  Commission  or  its  staff  upon  request.

[This  Section  906  certification accompanies the Report, but is not "filed" as
part  of  the  Report.]