---

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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-QSB

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2002

or

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission File Number: 000-26651

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ENEXI HOLDINGS, INC.(Exact name of small business issuer as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

65-0884085(IRS Employer Identification No.)


1920 Main Street, Suite 980, Irvine, CA 92614(Address of principal executive offices)

(949) 955-2140(Issuer's telephone number)

N/A(Former name, former address and former fiscal year, if changed since last report)

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Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 the past
90 days. Yes ý    No o

As
of July 31, 2002, the number of shares of Common Stock issued and outstanding was 48,479,245.

Transitional
Small Business Disclosure Format (check
one): Yes o    No ý

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ENEXI HOLDINGS, INC.    INDEX

|                                                                                               |  | Page Number
|---------------------------------------------------------------------------------------------- |  | -----------
|PART IFINANCIAL INFORMATION                                                                   |  |            
|Item 1. Financial Statements                                                                   |  | 1          
|Balance Sheet (Unaudited)June 30, 2002                                                        |  | 2          
|Statements of Income and Expense (Unaudited)                                                   |  | 3          
|Statement of Stockholders' Equity (Deficit) (Unaudited)                                        |  | 4          
|Statements of Cash Flows (Unaudited)                                                           |  | 5          
|Notes to Financial Statements                                                                  |  | 7          
|Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations |  | 8          
|PART IIOTHER INFORMATION                                                                      |  |            
|Item 1. Legal Proceedings                                                                      |  | 10         
|Item 2. Changes in Securities                                                                  |  | 10         
|Item 3. Defaults Upon Senior Securities                                                        |  | 10         
|Item 4. Submission of Matters to a Vote of Security Holders                                    |  | 10         
|Item 5. Other Information                                                                      |  | 10         
|Item 6. Exhibits and Reports on Form 8-K                                                       |  | 10         
|SIGNATURES                                                                                     |  | 11         

i

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PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONTENTS

|Balance Sheet (Unaudited)June 30, 2002                 |  | 2
|------------------------------------------------------- |  | -
|Statements of Income and Expense (Unaudited)            |  | 3
|Statement of Stockholders' Equity (Deficit) (Unaudited) |  | 4
|Statements of Cash Flows (Unaudited)                    |  | 5
|Notes to Financial Statements                           |  | 7

1

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eNexi HOLDINGS, INC.  (Formerly known as CaiBan Holdings, Inc.)  (A Development Stage Company)  BALANCE SHEET  (UNAUDITED)

|                                               |                                              | December 31, 2001                                                                                                           |   | June 30, 2002
(Consolidated) |      
|---------------------------------------------- | -------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------- | - | ---------------------------- | -----
|ASSETS                                         |                                              |                                                                                                                             |   |                              |      
|Current assets:                                |                                              |                                                                                                                             |   |                              |      
|                                               | Cash                                         |                                                                                                                             | $ | 7,245                        |      
|                                               |                                              |                                                                                                                             |   |                              |      
|                                               |                                              | Total current assets                                                                                                        |   |                              | 7,245
|                                               |                                              |                                                                                                                             |   |                              |      
|                                               |                                              | Total assets                                                                                                                |   | $                            | 7,245
|                                               |                                              |                                                                                                                             |   |                              |      
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |                                              |                                                                                                                             |   |                              |      
|Current liabilities:                           |                                              |                                                                                                                             |   |                              |      
|                                               | Accounts payable                             |                                                                                                                             | $ |                             |      
|                                               | Other current liabilities                    |                                                                                                                             |   | 800                          |      
|                                               |                                              |                                                                                                                             |   |                              |      
|                                               |                                              | Total current liabilities                                                                                                   |   |                              | 800  
|                                               |                                              |                                                                                                                             |   |                              |      
|Stockholders' equity:                          |                                              |                                                                                                                             |   |                              |      
|                                               | Preferred Stock:                             |                                                                                                                             |   |                              |      
|                                               |                                              | Preferred Stock, no par value, 1,000,000 shares authorized, no shares issued and outstanding at December 31, 2001           |   |                              |     
|                                               |                                              | Preferred Stock, $0.0001 par value, 6,000,000 shares authorized and no shares issued and outstanding at June 30, 2002       |   |                              |     
|                                               |                                              | Convertible Series A: $0.0001 par value, 6,000,000 shares authorized and no shares issued and outstanding at June 30, 2002  |   |                              |     
|                                               |                                              | Convertible Series B: $0.0001 par value, 3,000,000 shares authorized, and no shares issued and outstanding at June 30, 2002 |   |                              |     
|                                               | Common Stock:                                |                                                                                                                             |   |                              |      
|                                               |                                              | $0.001 no par value, 5,000,000 shares authorized, 3,000,000 shares issued and outstanding at December 31, 2001              |   |                              | 3,000
|                                               |                                              | $0.0001 par value, 50,000,000 shares authorized, 48,908,864 shares issued and outstanding at June 30, 2002                  |   |                              |     
|                                               | Additional paid-in capital                   |                                                                                                                             |   | 6,000                        |      
|                                               | Accumulated deficit during development stage |                                                                                                                             |   | (2,555                       | )    
|                                               |                                              |                                                                                                                             |   |                              |      
|                                               |                                              | Total stockholders' equity (deficit)                                                                                        |   |                              | 6,445
|                                               |                                              |                                                                                                                             |   |                              |      
|                                               |                                              | Total liabilities and stockholders' equity                                                                                  |   | $                            | 7,245
|                                               |                                              |                                                                                                                             |   |                              |      

The
accompanying notes are an integral part of these financial statements.

2

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eNexi HOLDINGS, INC.  (Formerly known as CaiBan Holdings, Inc.)  (A Development Stage Company)  STATEMENTS OF INCOME AND EXPENSE  (UNAUDITED)

|                                       |                          | Three months ended
June 30, 2001 |           | Three months ended
June 30, 2002
(Consolidated) |     | Six months ended
June 30, 2001 |        | Six months ended
June 30, 2002
(Consolidated) |           | From inception
(September 15,
2000) through
June 30, 2002
(Consolidated) |    
|-------------------------------------- | ------------------------ | -------------------------------- | --------- | ----------------------------------------------- | --- | ------------------------------ | ------ | --------------------------------------------- | --------- | ------------------------------------------------------------------------ | ---
|Operating expenses:                    |                          |                                  |           |                                                 |     |                                |        |                                               |           |                                                                          |    
|General and administrative             |                          | $                                | 20        |                                                 | $   | 54,398                         |        | $                                             | 20        |                                                                          | $  
|                                       |                          |                                  |           |                                                 |     |                                |        |                                               |           |                                                                          |    
|                                       | Total operating expenses |                                  |           | 20                                              |     |                                | 54,398 |                                               |           | 20                                                                       |    
|                                       |                          |                                  |           |                                                 |     |                                |        |                                               |           |                                                                          |    
|                                       |                          | Loss from operations             |           |                                                 | (20 | )                              |        | (54,398                                       | )         |                                                                          | (20
|                                       |                          |                                  |           |                                                 |     |                                |        |                                               |           |                                                                          |    
|Loss before provision for income taxes |                          |                                  | (20       | )                                               |     | (54,398                        | )      |                                               | (20       | )                                                                        |    
|                                       |                          |                                  |           |                                                 |     |                                |        |                                               |           |                                                                          |    
|Provision for income taxes             |                          |                                  |          |                                                 |     |                               |        |                                               |          |                                                                          |    
|                                       |                          |                                  |           |                                                 |     |                                |        |                                               |           |                                                                          |    
|                                       |                          | Net loss                         |           | $                                               | (20 | )                              | $      | (54,398                                       | )         | $                                                                        | (20
|                                       |                          |                                  |           |                                                 |     |                                |        |                                               |           |                                                                          |    
|                                       |                          | Net loss per share               |           | $                                               |    |                                | $      | (0.001                                        | )         | $                                                                        |   
|                                       |                          |                                  |           |                                                 |     |                                |        |                                               |           |                                                                          |    
|Weighted average shares outstanding    |                          |                                  | 9,732,864 |                                                 |     | 39,007,238                     |        |                                               | 9,732,864 |                                                                          |    
|                                       |                          |                                  |           |                                                 |     |                                |        |                                               |           |                                                                          |    

The
accompanying notes are an integral part of these financial statements.

3

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eNexi HOLDINGS, INC.  (Formerly known as CaiBan Holdings, Inc.)  (A Development Stage Company)  STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)  (UNAUDITED)

|                                                          |  | Series A Convertible
Preferred Stock |  | Series B Convertible
Preferred Stock |   | Common Stock |   |  |   |   |  |            | 
|--------------------------------------------------------- |  | ------------------------------------ |  | ------------------------------------ | - | ------------ | - |  | - | - |  | ---------- | 
|
|Balance at inception  September 15, 2000                 |  |                                     |  | $                                    |  |              |  |  | $ |  |  |           | 
|Issuance of stock for cash                                |  |                                     |  |                                      |  |              |  |  |   |  |  | 3,000,000  | 
|Net loss                                                  |  |                                     |  |                                      |  |              |  |  |   |  |  |           | 
|                                                          |  |                                      |  |                                      |   |              |   |  |   |   |  |            | 
|Balance at December 31, 2000                              |  |                                     |  |                                      |  |              |  |  |   |  |  | 3,000,000  | 
|                                                          |  |                                      |  |                                      |   |              |   |  |   |   |  |            | 
|Net loss                                                  |  |                                     |  |                                      |  |              |  |  |   |  |  |           | 
|                                                          |  |                                      |  |                                      |   |              |   |  |   |   |  |            | 
|Balance, December 31, 2001                                |  |                                     |  |                                      |  |              |  |  |   |  |  | 3,000,000  | 
|                                                          |  |                                      |  |                                      |   |              |   |  |   |   |  |            | 
|Shares issued for common stock (Note 3)                   |  |                                     |  |                                      |  |              |  |  |   |  |  | 39,176,000 | 
|Adjusting entries to reflect reverse acquisition (Note 3) |  |                                     |  |                                      |  |              |  |  |   |  |  | 6,732,864  | 
|Net loss                                                  |  |                                     |  |                                      |  |              |  |  |   |  |  |           | 
|                                                          |  |                                      |  |                                      |   |              |   |  |   |   |  |            | 
|Balance, June 30, 2002  consolidated                     |  |                                     |  | $                                    |  |              |  |  | $ |  |  | 48,908,864 | 
|                                                          |  |                                      |  |                                      |   |              |   |  |   |   |  |            | 

The
accompanying notes are an integral part of these financial statements.

4

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eNexi HOLDINGS, INC.  (Formerly known as CaiBan Holdings, Inc.)  (A Development Stage Company)  STATEMENTS OF CASH FLOWS  (UNAUDITED)

|                                                             |                                            | Six months ended
June 30, 2001            |       | Six months ended
June 30, 2002
(Consolidated) |        | Cumulative amounts
from inception
(September 15, 2000)
through June 30, 2002
(Consolidated) |       
|------------------------------------------------------------ | ------------------------------------------ | ----------------------------------------- | ----- | --------------------------------------------- | ------ | ------------------------------------------------------------------------------------------- | ------
|Cash flows provided by operating activities: Net loss        |                                            | $                                         | (20   | )                                             | $      | (54,473                                                                                     | )     
|                                                             |                                            |                                           |       |                                               |        |                                                                                             |       
|Adjustment to reconcile net loss to cash used by operations: |                                            |                                           |       |                                               |        |                                                                                             |       
|Changes in assets and liabilities:                           |                                            |                                           |       |                                               |        |                                                                                             |       
|                                                             | Accounts payable                           |                                           |       |                                              |        |                                                                                             | 49,834
|                                                             | Other current liabilities                  |                                           |       |                                              |        |                                                                                             | (800  
|                                                             |                                            |                                           |       |                                               |        |                                                                                             |       
|                                                             |                                            | Total adjustments                         |       |                                               |       |                                                                                             |       
|                                                             |                                            |                                           |       |                                               |        |                                                                                             |       
|                                                             |                                            | Net cash used by operations               |       |                                               | (20    | )                                                                                           |       
|                                                             |                                            |                                           |       |                                               |        |                                                                                             |       
|Cash flows provided by financing activities:                 |                                            |                                           |       |                                               |        |                                                                                             |       
|                                                             | Proceeds from note payable  related party |                                           |       |                                              |        |                                                                                             |      
|                                                             | Payment of note payable  related party    |                                           |       | (2,000                                        | )      |                                                                                             |      
|                                                             | Issuance of common stock                   |                                           |       |                                              |        |                                                                                             |      
|                                                             |                                            |                                           |       |                                               |        |                                                                                             |       
|                                                             |                                            | Net cash provided by financing activities |       |                                               | (2,000 | )                                                                                           |       
|                                                             |                                            |                                           |       |                                               |        |                                                                                             |       
|                                                             |                                            | Net increase (decrease) in cash           |       |                                               | (2,020 | )                                                                                           |       
|Cash, beginning of period                                    |                                            |                                           | 9,265 |                                               |        | 7,245                                                                                       |       
|                                                             |                                            |                                           |       |                                               |        |                                                                                             |       
|Cash, end of period                                          |                                            | $                                         | 7,245 |                                               | $      | 1,806                                                                                       |       
|                                                             |                                            |                                           |       |                                               |        |                                                                                             |       

The
accompanying notes are an integral part of these financial statements.

5

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eNexi HOLDINGS, INC.  (Formerly known as CaiBan Holdings, Inc.)  (A Development Stage Company)  STATEMENTS OF CASH FLOWS (continued)  (UNAUDITED)

|                                          |                                                                                     | Six months ended
June 30, 2001 |  | Six months ended
June 30, 2002
(Consolidated) |       | Cumulative amounts
from inception
(September 15, 2000)
through June 30, 2002
(Consolidated)
|----------------------------------------- | ----------------------------------------------------------------------------------- | ------------------------------ |  | --------------------------------------------- | ----- | -------------------------------------------------------------------------------------------
|                                          | Supplemental disclosures of non-cash operating, investing, and financing activities |                                |  |                                               |       |                                                                                            
|Issuance of stock for net assets acquired |                                                                                     |                               |  | $                                             | 3,918 |                                                                                            
|                                          |                                                                                     |                                |  |                                               |       |                                                                                            

The
accompanying notes are an integral part of these financial statements.

6

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1.    INTERIM FINANCIAL INFORMATION

The financial statements of eNexi Holdings Inc. and Subsidiaries (the Company) as of June 30, 2002 and for the six months ended June 30, 2002
and 2001 and from inception (September 15, 2000) through June 30, 2002, and related footnote information are unaudited. All adjustments (consisting only of normal recurring adjustments)
have been made which, in the opinion of management, are necessary for a fair presentation. Results of operations for the six months ended June 30, 2002 and from inception (September 15,
2000) through June 30, 2002, are not necessarily indicative of the results that may be expected for any future period. The balance sheet at December 31, 2001 was derived from audited
financial statements.

Certain
information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of
America, have been omitted. These financial statements should be read in conjunction with the financial statements and notes for the year ended December 31, 2001.

2.    BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company and its Subsidiaries. All material intercompany balances and intercompany transactions
have been eliminated.

3.    MERGER

On April 23, 2002, the board of directors and stockholders of the Company approved and adopted the Agreement and Plan of Merger, dated as of
April 12, 2002, (the "Agreement"), by and among the Company and CaiBan Holdings, Inc., a wholly-owned subsidiary formed for the purpose of the merger. Pursuant to the Agreement, the
Company issued 39,176,000 shares of its par value $.0001 common stock to the stockholders of CaiBan Holdings, Inc., in exchange for 100% of the outstanding capital stock of CaiBan
Holdings, Inc.

Since
the shareholders of CaiBan Holdings, Inc. acquired control of the Company, upon the merger closing, the merger was accounted for as a reverse acquisition. Accordingly, for
financial statement purposes, CaiBan Holdings, Inc. was considered the accounting acquiror and the related business combination was considered a recapitalization of CaiBan
Holdings, Inc., rather than an acquisition by eNexi Holdings, Inc. The historical financial statements prior to April 23, 2002 will be those of CaiBan Holdings, Inc., but
the name of the corporation going forward will be eNexi Holdings, Inc.

4.    STOCK OPTIONS

In May 2002, the Company granted 1,500,000 incentive stock options with an exercise price of $0.165 per share and an option exercise period of five years.

7

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this
Report.

FORWARD-LOOKING STATEMENTS

THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS STATEMENTS RELATING TO FUTURE RESULTS OF THE COMPANY (INCLUDING CERTAIN PROJECTIONS AND BUSINESS TRENDS)
THAT ARE "FORWARD-LOOKING STATEMENTS" AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED AS A RESULT OF CERTAIN RISKS AND
UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO CHANGES IN POLITICAL AND ECONOMIC CONDITIONS, DEMAND FOR AND MARKET ACCEPTANCE OF NEW AND EXISTING PRODUCTS, AS WELL AS OTHER RISKS AND UNCERTAINTIES
DETAILED FROM TIME TO TIME IN THE FILINGS OF THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION.

OVERVIEW

ENexi Holdings, Inc. is a holding company with Caiban Holdings, Inc. as its wholly owned operating subsidiary. Caiban has established an online
procurement system for small- to-medium sized manufacturing firms, as well as other businesses in Hong Kong and China, intending to capitalize on the marriage of increased capital
production and a rapidly growing online environment in Asia. With operations hubs in Hong Kong and the U.S., as well as by utilizing management's experience in Chinese business practices and
etiquette, Caiban intends to unite users of higher-end capital goods in Hong Kong and China with sellers of these goods from around the world. Caiban's value proposition is to deliver
these much needed goods at lower cost (both product and transportation) with faster delivery times.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated selected financial information for eNexi:

Six Months Ended
June 30, 2002
(unaudited)

Six Months Ended
June 30, 2001
(unaudited)Statement of Operations Data:Revenue

$


$
Net Loss

$
(54,473
)
$
(20
)Net Loss Per Share

$
(0.002
)
$
Balance Sheet Data:Current Assets

$
1,806

$
7,245Total Assets

$
1,806

$
7,245Total Current Liabilities

$
49,834

$
Accumulated Deficit

$
(57,028
)
$
(1,755
)Stockholders Equity (Deficit)

$
(48,028
)
$
7,245


8

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SIX MONTHS ENDED JUNE 30, 2002 (UNAUDITED) COMPARED TO SIX MONTHS ENDED JUNE 30, 2001 (UNAUDITED)

REVENUES/ COST OF SALES

As our operating subsidiary, Caiban, is a company still in the development stage, we have not had any revenues or the related costs of goods sold for the six
months ended June 30, 2002 or for the same period in 2001.

OPERATING EXPENSES

Operating expenses were $54,473 for the six months ended June 30, 2002 compared to $20 for the six months ended June 30, 2001, due to the ramping up
of the Company's business plan.

NET LOSS

ENexi experienced a net loss of $(54,473) for the six months ended June 30, 2002 as compared to a net loss of $(20) for the six months ended
June 30, 2001.

THREE MONTHS ENDED JUNE 30, 2002 (UNAUDITED) COMPARED TO THREE MONTHS ENDED JUNE 30, 2001 (UNAUDITED)

REVENUES/COST OF SALES

As our operating subsidiary, Caiban, is a company still in the development stage, we have not had any revenues or the related costs of goods sold for the three
months ended June 30, 2002 or for the same period in 2001.

OPERATING EXPENSES

Operating expenses were $54,398 for the three months ended June 30, 2002 compared to $20 for the three months ended June 30, 2001, due to the
ramping up of the Company's business plan.

NET LOSS

ENexi experienced a net loss of $(54,398) for the three months ended June 30, 2002 as compared to a net loss of $(20) for the three months ended
June 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

Cash totaled $1,806 and $7,245 at June 30, 2002 and 2001, respectively. Net cash used by operations was $(5,439) for the six months ended June 30,
2002 compared to net cash used by operations of $(20) for the six months ended June 30, 2001.

ENexi
believes that it has and will have sufficient cash flow to continue its operations for the next twelve months. Our working capital and other capital requirements during this fiscal
year and thereafter will vary based on a number of factors, including potential sales by our new wholly-owned subsidiary, Caiban Holdings, Inc. Additionally, we may look to public and private
sources of financing. There can be no assurance, however, that we can obtain sufficient capital on acceptable terms, if at all. Under such conditions, failure to obtain such capital likely would
affect adversely our ability to continue as a going concern, or at a minimum negatively impact our ability to timely meet our business objectives.

9

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PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To the best knowledge of management, there are no legal proceedings pending or threatened against the Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

On or about April 23, 3003, we issued 39,176,000 shares of common stock to Shannon T. Squyres, Steven D. Hargreaves, Michael Kwok and Harold Radie for the
purchase of all the outstanding shares of Caiban Enterprises, Inc. by our wholly owned subsidiary, Caiban Holdings, Inc. This transaction is described in our Information Statement
Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder filed on April 24, 2002, as amended by Form SC 14F1/A filed with the SEC on
May 29, 2002, and our Current Report on Form 8-K filed with the SEC on May 8, 2002. There was no underwriter involved in these issuances and no commissions were paid
to any person in connection with these issuances. These issuances were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(2).

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

*
Incorporated by reference to Current Report on Form 8-K filed with the SEC on May 8, 2002 as SEC File Number 000-26651.

Date of Filing

DescriptionApril 11, 2002

Cash distribution to shareholdersMay 8, 2002

Change in control of registrant


10

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SIGNATURES

In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, duly authorized.

|DATED: August 9, 2002 |  | ENEXI HOLDINGS, INC.                                                                                                                                     
|--------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|                      |  | /s/SHANNON T. SQUYRESBy: Shannon T. Squyres
Its: Chief Executive Officer and Secretary
(Principal Executive Officer)                                     
|                      |  | /s/STEVEN D. HARGREAVESBy: Steven D. Hargreaves
Its: President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

11

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