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EX-32 - ENXNET INCexnt10q021615ex32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2014

  

  OR

  

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 000-30675

 

EnXnet, Inc.

(Name of issuer in its charter)

 

Oklahoma 73-1561191
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

 

11333 E. Pine Street, Suite 92 - Tulsa, Ok 74116

(Address of principal executive offices & zip code)

 

(918) 592 - 0015

Registrant’s telephone number, including area code:

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.   YES [X]     NO [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES [ ]     NO [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

  Large Accelerated Filer [   ]   Accelerated Filer [   ]
  Non-accelerated Filer [   ]   Smaller Reporting Company [X]
  (Do not check if smaller reporting company)      

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES [ ]     NO [X]

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

As of January 28, 2015, there were outstanding 50,211,518 shares of the registrant’s common stock, $0.00005 par value.

   
 

 

Table of Contents

 

  Page
   
PART I. FINANCIAL INFORMATION  
   
Item 1. Financial Statements  
  Balance Sheets December 31, 2014 and March 31, 2014 (unaudited) 3
  Statements of Operations for the Three and Nine months ended December 31, 2014 and 2013 (unaudited) 4
  Statements of Cash Flows for the Nine months ended December 31, 2014 and 2013 (unaudited) 5
  Notes to Financial Statements (unaudited) 6
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
Item 4. Controls and Procedures 13
     
     
  PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 13
Item 1A. Risk Factors 13
Item 6. Exhibits and Reports on Form 8-K 14
     
Signatures 15
   
Exhibit Index 16

 

   
 

PART I.  FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

ENXNET, INC

BALANCE SHEETS

(Unaudited)

 

ASSETS

December 31,

2014

 

March 31,

2014

 
CURRENT ASSETS        
Cash $ 15,259   $ 23,439  
Prepaid expenses   1,021     544  
TOTAL CURRENT ASSETS   16,280     23,983  
             
OTHER ASSETS            
Patent technology, net   34,152     35,706  
Deposits   1,138     1,137  
TOTAL OTHER ASSETS   35,290     36,843  
TOTAL ASSETS $ 51,570   $ 60,826  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
CURRENT LIABILITIES            
Accounts payable and accrued expenses $ 378,011   $ 374,489  
Accounts payable and accrued expenses –related party   183,550     173,068  
Advances from officer - related party   10,500     12,500  
Advances from stockholder   31,414     32,400  
Convertible notes payable - stockholders   200,000     200,000  
Convertible notes payable - related parties   835,102     829,118  
TOTAL CURRENT LIABILITIES   1,638,577     1,621,575  
             
STOCKHOLDERS’ DEFICIT            

Common stock, $0.00005 par value; 200,000,000 shares authorized,

52,351,518 and 49,651,518 shares issued and outstanding

  2,618     2,483  
Additional paid-in capital   5,627,056     5,576,230  
Accumulated deficit   (7,116,681 )   (7,039,462 )
Other comprehensive income   (100,000 )   (100,000 )
TOTAL STOCKHOLDERS’ DEFICIT   (1,587,007 )   (1,560,749 )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 51,570   $ 60,826  

  

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

 

ENXNET, INC

STATEMENTS OF OPERATIONS

(Unaudited)

 

  Three months Ended   Nine months Ended  
  December 31,   December 31,  
    2014     2013       2014     2013  
REVENUES $ -   $ -     $ -   $ -  
COST OF SALES   -     -       -     -  
          Gross Profit   -     -       -     -  
EXPENSES                          
          Consulting fees   14,600     15,222       15,800     25,859  
          Depreciation & amortization   518     518       1,554     1,554  
          Payroll   1,900     13,290       8,963     37,138  
          Professional services   2,500     15,895       19,033     37,219  
          Occupancy   2,458     3,778       8,395     9,854  
          Office   405     1,037       916     3,408  
          Travel   572     2,142       1,761     2,791  
          Other   467     447       1,611     1,697  
                    Total Expenses   23,420     52,329       58,033     119,520  
LOSS FROM OPERATIONS   (23,420 )   (52,329 )     (58,033 )   (119,520 )
OTHER INCOME (EXPENSE)                          
          Interest expense   (6,445 )   (6,250 )     (19,186 )   (18,590 )
          NET LOSS $ (29,865 ) $ (58,579 )   $ (77,219 ) $ (138,110 )
BASIC AND DILUTED NET LOSS PER SHARE $ (0.00 ) $ (0.00 )   $ (0.00 ) $ (0.00 )

WEIGHTED AVERAGE NUMBER OF COMMON

SHARES OUTSTANDING, BASIC AND DILUTED

  50,641,083     48,790,648       50,041,326     48,581,026  

 

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

 

ENXNET, INC

STATEMENTS OF CASH FLOWS

(Unaudited)

 

For the Nine months Ended      
December 31,      
   2014  2013
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(77,219)  $(138,110)
Adjustments to reconcile net loss to net cash used by operations:          
Depreciation and amortization   1,554    1,554 
Common stock issued for services   14,000    5,000 
Stock options expense   1,961    23,272 
Changes in operating assets and liabilities:          
Prepaid expenses   (478)   225 
Accounts payable & accrued expenses   14,418    21,878 
Net cash used in operating activities   (45,764)   (86,181)
CASH FLOWS FROM FINANCING ACTIVITIES          
Proceeds from stock sales   35,000    68,500 
Proceeds from note payable   2,584    40,000 
Proceeds from advances from officer and stockholders   —      3,000 
Repayment of advances from officer and stockholders   —      (1,000)
Net cash provided by financing activities   37,584    110,500 
NET INCREASE (DECREASE) IN CASH   (8,180)   24,319 
CASH - Beginning of period   23,439    8,098 
CASH - End of period  $15,259   $32,417 
SUPPLEMENTAL CASH FLOW DISCLOSURES:          
Interest expense  $—     $—   
Income taxes  $—     $—   
NON-CASH INVESTING AND FINANCING ACTIVITIES:          
Advances from officers converted into notes payable
Related Parties
 
 
 
$
 
2,000
 
 
 
 
 
 $
 
 
 
Advances from stockholders converted into notes payable
Related Parties
 
 
 
$

1,400
 
 
 
 
 
 $
 
 
 

 

 

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

 

ENXNET, INC

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 - BASIS OF PRESENTATION

 

The accompanying unaudited financial statements of EnXnet, Inc. (“EnXnet” or “the Company”) for the nine months ended December 31, 2014 have been prepared in accordance with generally accepted accounting principles in the United States of America, pursuant to the rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. Accordingly, the financial statements do not include all information and footnotes required by generally accepted accounting principles in the United States for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed interim financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation. The accompanying financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s March 31, 2014 Annual Report on Form 10-K.

 

NOTE 2 – GOING CONCERN

 

The Company has a working capital deficit and has incurred losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

 

Management of the Company has undertaken certain actions to address these conditions. Funds required to carry out management’s plans are expected to be derived from future stock sales and borrowings from outside parties. There can be no assurances that the Company will be successful in executing its plans.

 

NOTE 3 – ADVANCES FROM AND NOTES PAYABLE TO OFFICER

 

Advances from a stockholder at December 31, 2014 and March 31, 2014 were $31,414 and $32,400.

 

The Company has notes payable to the CEO totaling $664,455 and $662,455 as of December 31, 2014 and March 31, 2014. Accrued interest owed on these notes is $158,860 and $148,704. These notes and accrued interest are convertible into shares of common stock.

 

An entity controlled by the CEO has made unsecured advances and notes payables to the Company. Advances and notes payable from the entity controlled by the CEO as of December 31, 2014 and March 31, 2014 is $160,250. Accrued interest owed on these notes was $24,280 and $22,090, respectively. These notes and accrued interest are convertible into shares of common stock.

 

The Company has notes payable to a stockholder totaling $10,397 and $6,413 as of December 31, 2014 and March 31, 2014. Accrued interest owed on these notes is $823 and $720. These notes and accrued interest are convertible into shares of common stock.

 

NOTE 4 – NOTES PAYABLE MODIFICATION

 

On December 1, 2014, the Company consolidated, renewed and modified certain notes payables that are convertible into common stock of the Company. At the issuance of the new notes, the conversion price was decreased to $.02 per share and the interest rate was reduced to 2%. The notes were evaluated pursuant to ASC470-60 Troubled Debt Restructuring and ASC 470-50 Modification and Extinguishment. The change in the fair value of the conversion option was greater than 10% of the carrying value of the debt immediately prior to the modification however there was no accounting impact as there were no direct costs associated with the modification to capitalize, fees paid to lenders or unamortized discounts to account for.

 

The Company had eight notes payable to and an advance from the CEO which were combined and renewed into one note in the amount of $664,455.

 

The Company had two notes payable to and an advance from a related party which were combined and renewed into one note in the amount of $10,397.

 

The Company had a note payable to a party which were renewed in the amount of $20,000.

 

All the consolidated, renewed and modified notes and accrued interest are convertible into common stock at $.02 per share. The notes bear interest at 2%.

 

NOTE 5 - COMMON STOCK TRANSACTIONS

 

The Company sold 700,000 shares for $35,000 in cash during the nine months ended December 31, 2014.

 

The Company issued 2,000,000 shares for services in the amount of $14,000 during the nine months ended December 31, 2014.

 

NOTE 6 – STOCK OPTIONS

 

On July 24, 2001, the Company filed with the SEC Form S-8, for its 2002 Stock Option Plan, (the Plan). An aggregate amount of common stock that may be awarded and purchased under the Plan is 3,000,000 shares of the Company’s common stock. Under the Plan during the years ended March 31, 2013, the Company granted stock options to employees and members of the Board of Directors in the amount of 2,190,000. The Company recognized option expense of $1,961 due to the vesting of these options for the nine months ended December 31, 2014.

 

A summary of the status of the Company’s stock options as of December 31, 2014 is presented below:

 

  December 31, 2014
Options outstanding at beginning of year 3,290,000
Options granted -
Options exercised -
Options canceled 700,000
Options outstanding at end of year 2,590,000

 

The following table summarizes the information about the stock options as of December 31, 2014:

 

Range of

Exercise Price

 

Number

Outstanding

 

Weighted Average

Remaining

Contractual Life

Years

 

Weighted Average

Exercise Price

(Total shares)

 

Number

Exercisable

 

Weighted Average

Exercise Price

(Exercisable

shares)

$ .12   1,590,000   2.23   $ .12   1,590,000   $ .12
  .25   200,000   .50     .25   -     -
  .50   300,000   1.50     .50   200,000      .50-
  .15   500,000   1.90     .15   500,000     .15
$ .12 – .50   2,590,000   1.95   $ .18   2,290,000   $ .16

 

 

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

 

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS.

 

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Exchange Act which represent the expectations or beliefs concerning future events that involve risks and uncertainties, including but not limited to the demand for Company products and services and the costs associated with such goods and services. All other statements other than statements of historical fact included in this Quarterly Report including, without limitation, the statements under “Management’s Discussion and Analysis or Plan of Operations” and elsewhere in the Quarterly Report, are forward-looking statements.  While the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.

 

The following discussion of the results of operations and financial conditions should be read in conjunction with the financial statements and related notes appearing in this report.

 

EnXnet, Inc. was formed under the laws of the State of Oklahoma on March 30, 1999 as Southern Wireless, Inc. It is a business and technology development enterprise engaged in the development, marketing, and licensing of emerging technologies and innovative business strategies and practices, focusing primarily on products, solutions, and services that support and enhance multimedia management and green environmentally friendly systems for heating and air conditioning units.

 

The Company currently can satisfy its current cash requirements for approximately 60 days and has a plan to raise additional working capital by the sale of shares of the Company common stock to select perspective individuals and from additional borrowings. Additionally, holders of outstanding stock options have been exercising those options which have provided additional working capital for the Company. This plan should provide the additional necessary funds required to enable the Company to continue marketing and developing its products until the Company can generate enough cash flow from sales to sustain its operations.

 

The Company does not anticipate any significant cash requirements for the purchase of any facilities.

 

The Company currently has one part-time employee on the payroll. It is anticipated that the Company will need to hire additional employees in order to expand the marketing and developing of its products. Currently our employee and other outside consultants are used for the further development of our products.

 

Results of Operations – Three months ended December 31, 2014 and 2013.

 

Revenues have not been substantial as we refocused our efforts on developing technologies and developing marketing affiliates.

 

The Company incurred operating expenses of $23,420 and $52,329 for the three months ended December 31, 2014 and 2013, a decrease of $28,909 or 55%. The decrease in operating expenses for the three months ended December 31, 2014 when compared to the three month period ended December 31, 2013 is attributed to:

 

Increases (decreases) in:

Consulting fees of $(622)
Payroll expense of ($11,390)
Professional services of $(13,395)
Other expense of ($3,503)

 

The decrease in consulting expenses of $622 for the three months ended December 31, 2014 compared to the three month period ended December 31, 2013 is a result of decreased cost for consultants helping with the acquisition of proprietary information.

 

The decrease in payroll expense of $11,390 for the three months ended December 31, 2014 compared to the three month period ended December 31, 2013 is a result of an overall decrease in salaries as we now have no full time employees.

 

The decrease in professional services of $13,395 is a result of reduced auditing and legal fees incurred in the current year

 

During the three months ended December 31, 2014 and 2013 we incurred net losses of $29,865 and $58,579, respectively.

 

Results of Operations – Nine months ended December 31, 2014 and 2013.

 

Revenues have not been substantial as we refocused our efforts on developing technologies and developing marketing affiliates.

 

The Company incurred operating expenses of $58,033 and $119,520 for the nine months ended December 31, 2014 and 2013, a decrease of $61,487 or 15%. The decrease in operating expenses for the nine months ended December 31, 2014 when compared to the nine month period ended December 31, 2013 is attributed to:

 

Increases (decreases) in:

 

Payroll expense of ($28,175)
Professional fees of ($18,186)
Other expense of ($7,127)

 

The decrease in payroll expense of $28,175 for the Nine months ended December 31, 2014 compared to the nine month period ended December 31, 2013 is a result of an overall decrease in salaries as we now have no full time employees.

 

The decrease in professional fees of $18,186 for the nine months ended December 31, 2014 compared to the nine month period ended December 31, 2013 is a result of reduced auditing and legal fees incurred in the current year.

 

During the nine months ended December 31, 2014 and 2013 we incurred net losses of $77,219 and $138,110.

 

Liquidity and Capital Resources.

 

From inception through December 31, 2014, the Company has issued 52,351,518 shares of its Common Stock to officers, directors and outside shareholders.  The Company has little operating history and no material assets other than the patents for TAC Unit, ThinDisc, Passive Resonant Reflector, and an Antenna for an optical storage disk, EnXcase, and Disc Security Tag.  The Company has $15,259 in cash as of December 31, 2014.

 

The Company has incurred operating losses each year since its inception and has had a working capital deficit at December 31, 2014. At December 31, 2014 and March 31, 2014 the working capital deficit was $1,622,297 and $1,597,592, respectively. The working capital deficit and cash balance raise substantial doubt about the Company’s ability to continue as a going concern.  As a result of these factors, the Company’s independent certified public accountants have included an explanatory paragraph in their reports on the Company’s March 31, 2014 financial statements which expressed substantial doubt about the Company’s ability to continue as a going concern.

 

Contractual Obligations.

 

At the present time, the Company has no material commitments for capital expenditures.  If capital expenditures are required after operations commence, the Company will pay for the same through the sale of common stock, or through loans from third parties.  There is no assurance, however, that such financing will be available and in the event such financing is not available, the Company may have to cease operations.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES.

 

Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements. These statements have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

Use of estimates in preparation of financial statements

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, based on historical experience, and various other assumptions that are believed 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. The following critical accounting policies rely upon assumptions, judgments and estimates and were used in the preparation of our consolidated financial statements:

 

Cash and cash equivalents

Cash equivalents are highly liquid investments with an original maturity of three months or less.

 

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States necessarily requires management to make estimates and assumptions that affect the amounts reported in the financial statements. We regularly evaluate estimates and judgments based on historical experience and other relevant facts and circumstances. Actual results could differ from those estimates.

 

Fixed Assets

 

Fixed assets are recorded at cost. Depreciation and amortization are provided using the straight-line method over the useful lives of the respective assets, typically 3-10 years. Major additions and betterments are capitalized. Upon retirement or disposal, the cost and related accumulated depreciation or amortization is removed from the accounts and any gain or loss is reflected in operations.

 

Impairment of long-lived assets – The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value. As of December 31, 2014, the company recognized $0 impairment expense. 

 

Goodwill and other intangibles – Goodwill and other intangibles with indefinite lives are not amortized but are reviewed for impairment at least annually, or more frequently if an event or circumstance indicates that an impairment may have occurred. To test for impairment, the fair value of each reporting unit is compared to the related net book value, including goodwill. If the net book value of the reporting unit exceeds the fair value, an impairment loss is measured and recognized. An income approach is utilized to estimate the fair value of each reporting unit. The income approach is based on the projected debt-free cash flow, which is discounted to the present value using discount factors that consider the timing and risk of cash flows.

 

Licenses

The costs associated with acquiring exclusive licensing rights to patented technology have been capitalized and are being charged to expense using the straight line method of amortization over ten years, the estimated remaining useful lives of the patents.

 

Fair Value of Financial Instruments

Under FASB ASC 825 the Company is required to disclose the fair value of financial instruments for which it is practicable to estimate value.

 

The Company’s financial instruments consist of cash, accounts receivable, accounts payable, accrued liabilities and debt.  The Company believes that the carrying amounts approximate fair value for all such instruments.

 

FASB ASC 820 defines fair value, establishes a framework for measurement, and expands disclosure about fair value measurements.  Topic No. 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).  Topic No. 820 classifies the inputs used to measure fair value into the following hierarchy:

 

  Level 1: Quoted prices for identical assets or liabilities in active markets.
  Level 2: Quoted market prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.
  Level 3: Pricing inputs are unobservable for the assets and liabilities, including situations in which there is little to no market activity.

  

Research and Development Costs

Research and development costs are charged to expense as incurred.

 

Stock Based Compensation

FASB ASC 718 requires that measurement of the cost of employee services received in exchange for an award of equity instruments be based on the grant-date fair value of the award. Such costs are recorded over the periods employees are required to render services in exchange for the awards.

 

Income taxes

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. These assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to reverse.

 

We have net operating loss carryforwards available to reduce future taxable income. Future tax benefits for these net operating loss carryforwards are recognized to the extent that realization of these benefits is considered more likely than not. To the extent that we will not realize a future tax benefit, a valuation allowance is established. 

 

Basic and diluted net loss per share

 

Basic loss per share is computed using the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the dilutive effects of common stock equivalents on an “as if converted” basis. For the periods ended December 31, 2014 and 2013, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operation, financial position or cash flows.

 

Unaudited Financial Statements

 

The accompanying unaudited financial statements for the Nine months ended December 31, 2014 have been prepared in accordance with generally accepted accounting principles for interim financia1 information.  In the opinion of management all adjustments considered necessary for a fair presentation, which consist of normal recurring adjustments, have been included.  The accompanying financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s March 31, 2013 Annual Report on Form 10-K.

 

Off Balance Sheet Arrangements

 

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

CURRENT TRADING MARKET FOR THE COMPANY’S SECURITIES.

 

Currently the Company’s stock is traded under the symbol “EXNT” on the NASDAQ OTC Bulletin Board, and the symbol “AOHMDW” on the Frankfurt, Berlin and Stuttgart Stock Exchanges in Germany. There can be no assurance that an active or regular trading market for the common stock will develop or that, if developed, will be sustained. Various factors, such as operating results, changes in laws, rules or regulations, general market fluctuations, changes in financial estimates by securities analysts and other factors may have a significant impact on the market of the Company securities. The market price for the securities of public companies often experience wide fluctuations that are not necessarily related to the operating performance of such public companies such as high interest rates or impact of overseas markets.

  

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not Applicable

 

ITEM 4. CONTROL AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this report, that our disclosure controls and procedures (as defined in Rules 13(a)-15(e) under the Securities Act of 1934, as amended) are not effective to ensure that all information required to be disclosed by us in the reports filed or submitted by us under the Securities and Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and communicated to the management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate and allow timely decisions regarding required disclosure.

 

Changes in Internal Controls. In connection with the above-referenced evaluation, no change in our internal control over financial reporting occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

  

ITEM 1. LEGAL PROCEEDINGS.

 

The Company is not involved in litigation at this time.  We may from time to time be a party to various legal actions in the ordinary course of business.  There can be no assurance that the Company will not be a party to litigation in the future that could have an adverse effect on the Company.

  

ITEM 1A. RISK FACTORS.

 

There have been no material changes with regard to the risk factors previously disclosed in our most recent Annual Report on Form 10-K.

 

ITEM 6. EXHIBITS AND REPORTS ON FORM 10-Q.

 

The following are included herein: The following are included herein:

 

    Incorporated by reference Filed
Exhibit Document Description Form Date Number herewith
3.1 Articles of Incorporation. 10-SB 5/22/00 3.1  
           
3.2 First Amendment to Articles of Incorporation. 10-SB 5/22/00 3.2  
           
3.3 Second Amendment to Articles of Incorporation. 10-SB 5/22/00 3.3  
           
3.4 Bylaws. 10-SB 5/22/00 3.4  
           
10.1 Sub-License Agreement with Ryan Corley as Nominee. 10-SB 5/22/00 10.1  
           
10.2 License agreement for Clear Video. 10-SB 5/22/00 10.2  
           
10.3 License agreement for Clear Video – addendum. 10-SB 5/22/00 10.3  
           
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.       X
           
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.       X
           
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.       X
           
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.       X
           
101.INS XBRL Instance Document.       X
           
101.SCH XBRL Taxonomy Extension – Schema.       X
           
101.CAL XBRL Taxonomy Extension – Calculations.       X
           
101.DEF XBRL Taxonomy Extension – Definitions.       X
           
101.LAB XBRL Taxonomy Extension – Labels.       X
           
101.PRE XBRL Taxonomy Extension – Presentation.       X

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this __th day of February, 2015.

 

  ENXNET, INC.
  (the “Registrant”)
   
  BY: RYAN CORLEY
    Ryan Corley
    President, Principal Executive Officer and a member of the Board of Directors
     
  BY: STEPHEN HOELSCHER
    Stephen Hoelscher
    Principal Financial Officer and Principal Accounting Officer

 

 

 

EXHIBIT INDEX

 

    Incorporated by reference Filed
Exhibit Document Description Form Date Number herewith
3.1 Articles of Incorporation. 10-SB 5/22/00 3.1  
           
3.2 First Amendment to Articles of Incorporation. 10-SB 5/22/00 3.2  
           
3.3 Second Amendment to Articles of Incorporation. 10-SB 5/22/00 3.3  
           
3.4 Bylaws. 10-SB 5/22/00 3.4  
           
10.1 Sub-License Agreement with Ryan Corley as Nominee. 10-SB 5/22/00 10.1  
           
10.2 License agreement for Clear Video. 10-SB 5/22/00 10.2  
           
10.3 License agreement for Clear Video – addendum. 10-SB 5/22/00 10.3  
           
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.       X
           
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.       X
           
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.       X
           
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.       X
           
101.INS XBRL Instance Document.       X
           
101.SCH XBRL Taxonomy Extension – Schema.       X
           
101.CAL XBRL Taxonomy Extension – Calculations.       X
           
101.DEF XBRL Taxonomy Extension – Definitions.       X
           
101.LAB XBRL Taxonomy Extension – Labels.       X
           
101.PRE XBRL Taxonomy Extension – Presentation.       X