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 JUNE 30, 2016
	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.)

 

 

7450 S Winston Ave - Tulsa, Ok 74136

(Address of principal executive offices & zip code)

 

(918) 494 - 6663

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 August 5, 2016, there were outstanding 54,201,518 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 June 30, 2016 and March 31, 2016 (unaudited)	1
	Statements of Operations for the Three months ended June 30, 2016 and 2015 (unaudited)	2
	Statements of Cash Flows for the Three months ended June 30, 2016 and 2015 (unaudited)	3
	Notes to Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	9
Item 4.	Controls and Procedures	9
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 6.	Exhibits and Reports on Form 8-K	10
Signatures		11
Exhibit Index		12

 

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS.

 

ENXNET, INC

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

ASSETS		June 30, 2016				March 31, 2016
CURRENT ASSETS
Cash		$	25,086			$	24,608
Restricted cash			45,858				54,371
TOTAL CURRENT ASSETS			70,944				78,979
OTHER ASSETS
Mineral rights, unproven			28,617				20,108
TOTAL OTHER ASSETS			28,617				20,108
TOTAL ASSETS		$	99,561			$	99,087
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	617,869			$	602,703
Advances from officer - related party			20,500				10,500
Advances from stockholder			31,000				31,000
Convertible notes payable - stockholders			300,000				300,000
Convertible notes payable - related parties			875,101				875,101
TOTAL CURRENT LIABILITIES			1,844,470				1,819,304
STOCKHOLDERS’ DEFICIT
Common stock, $0.00005 par value; 200,000,000 shares authorized, 54,201,518 shares issued and outstanding			2,710				2,710
Additional paid-in capital			5,647,714				5,647,714
Accumulated deficit			(7,295,333	)			(7,270,641	)
Other comprehensive income			(100,000	)			(100,000	)
TOTAL STOCKHOLDERS’ DEFICIT			(1,744,909	)			(1,720,217	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	99,561			$	99,087

 

 

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

 

 

ENXNET, INC

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

													Three months Ended
													June 30,
														2016			2015
EXPENSES
Consulting fees										$				950		$	400
Payroll														1,500			2,500
Professional services														12,256			6,500
Occupancy and office														1,265			2,839
Travel														131			913
Other														584			647
Total Expenses														16,686			13,799
LOSS FROM OPERATIONS														(16,686	)		(13,799	)
OTHER INCOME (EXPENSE)
Interest expense														(8,006	)		(8,549	)
NET LOSS										$				(24,692	)	$	(22,348	)
BASIC AND DILUTED NET LOSS PER SHARE										$				(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED														54,201,518			52,601,518

 

 

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

 

 

ENXNET, INC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

		For the Three months Ended
		June 30,
		2016				2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(24,692	)		$	(22,348	)
Adjustments to reconcile net loss to net cash used by operations:
Changes in operating assets and liabilities:
Prepaid expenses			—				379
Accounts payable & accrued expenses			15,166				8,720
Net cash used in operating activities			(9,526	)			(13,249	)
CASH FLOWS FROM INVESTING ACTIVITIES
Changes in restricted cash			8,513				—
Mineral rights, unproven			(8,509	)			—
Net cash provided by investing activities			4				—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances from officer and stockholders			10,000				5,000
Net cash provided by financing activities			10,000				5,000
NET INCREASE (DECREASE) IN CASH			478				(8,249	)
CASH - Beginning of period			24,608				22,529
CASH - End of period		$	25,086			$	14,280
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Interest expense		$	—			$	—
Income taxes		$	—			$	—
NON-CASH FINANCING AND INVESTING TRANSACTIONS
Conversion of convertible notes payables-stockholders to Advances from officer - related party		$	—			$	15,000

 

 

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

 

 

ENXNET, INC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 - BASIS OF PRESENTATION

 

The accompanying unaudited financial statements of EnXnet, Inc. (“EnXnet” or “the Company”) for the three months ended June 30, 2016 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, 2016 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 – CONVERTIBLE NOTES PAYABLE

 

 

Convertible notes payable-related party consists of the following:
		June 30, 2016				March 31, 2016
2% convertible notes payable to Ryan Corley, President of the Company, due on demand, convertible into a maximum of 35,222,734 common shares			704,455				704,455
2% convertible note payable to an entity controlled by Ryan Corley, President of the Company, due on demand, convertible into a maximum of 978,000 common shares			48,900				48,900
3% convertible notes payable to an entity controlled by Ryan Corley, President of the Company, due on demand, convertible into a maximum of 1,619,500 common shares			111,350				111,350
2% convertible notes payable to Douglas Goodsell, a related party, due on demand, convertible into a maximum of 519,850 common shares			10,396				10,396
Total notes payable-related party		$	875,101			$	875,101

 

 

Convertible notes payable consist of the following:
		June 30, 2016				March 31, 2016
7% convertible notes payable to stockholders, due March 16, 2017, convertible into a maximum of 5,000,000 common shares,			100,000				100,000
4% convertible notes payable to a stockholder, due on demand, convertible into a maximum of 350,000 common shares			175,000				175,000
2% convertible notes payable to stockholders, due on demand, convertible into a maximum of 1,100,000 common shares			25,000				25,000
Total notes payable		$	300,000			$	300,000

 

NOTE 4 – ADVANCES FROM OFFICER AND STOCKHOLDER

 

Advances from Stockholder:

Advances from a stockholder at June 30, 2016 and March 31, 2016 were $31,000 and $31,000, respectively.

 

Advances from Officer:

Our CEO, Ryan Corley, has made advances to the Company in prior years. During the quarter ended June 30, 2016 and the year ended March 31, 2016, respectively, the CEO made additional unsecured advances totaling $10,000 and $5,000. At June 30, 2016 and March 31, 2016, respectively, advances from the CEO were $10,000 and $-0- respectively.

 

The Company has notes payable to the CEO in the aggregate amount of $704,455 and $704,455 as of June 30, 2016 and March 31, 2016, respectively. Accrued interest owed on these notes at June 30, 2016 and March 31, 2016 is $189,848 and $175,759, respectively. These notes and accrued interest are convertible into 38,239,926 and 37,535,471 shares of restricted common stock of the company.

 

At June 30, 2016 and March 31, 2016, advances from the entity controlled by the CEO were $10,500 and $10,500 and notes payable totaled $160,250 and $160,250, respectively. Accrued interest owed on these notes at June 30, 2016 and March 31, 2016 is $34,029 and $29,711, respectively. These notes and accrued interest are convertible into 3,127,272 and 3,059,127 shares of restricted common stock of the company.

  

NOTE 5 – 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.

 

A summary of the status of the Company’s stock options as of June 30, 2016 is presented below:

 

		June 30, 2016
Options outstanding at beginning of year			2,390,000
Options granted			—
Options exercised			—
Options canceled			300,000
Options outstanding at end of year			2,090,000

 

The following table summarizes the information about the stock options as of June 30, 2016:

 

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				1.05			$	.12				1,590,000			$	.12
					.15				500,000				0.40				.15				500,000				.15
	$				.12 - .15				2,090,000				0.90				.13				2,090,000				.13

 

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. On August 7, 2015, the Company incorporated EnXnet Energy Company LLC. in the State of Colorado as a wholly owned subsidiary. EnXnet Inc. and its wholly owned subsidiary, EnXnet Energy Company, LLC. (“the Company”) is a natural gas and petroleum exploitation, development and production company engaged in locating and developing hydrocarbon resources, primarily in the Rocky Mountain region. The Company’s principal business strategy is to enhance stockholder value by generating and developing high-potential exploitation resources in these areas. The Company’s principal business is the acquisition of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases. The Company has leased property in Colorado and is currently searching for additional opportunities in the natural gas and petroleum industry. Our initial goal has been to lease the mineral rights of acreage that has a high likelihood of becoming a producing property. We will require additional funding to drill and complete a producing natural gas and petroleum well.

 

The Company currently can satisfy its current cash requirements for approximately 90 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. This plan should provide the additional necessary funds required to enable the Company to continue exploration and drilling program 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 has no full-time employee and two consultants. The president and CEO of the Company is not receiving or accruing a salary at this time.

 

Results of Operations – Three months ended June 30, 2016 and 2015.

 

The Company incurred operating expenses of $16,686 and $13,799 for the three months ended June 30, 2016 and 2015, respectively, an increase of $2,887 or 21%. The increase in operating expenses for the three months ended June 30, 2016 when compared to the three month period ended June 30, 2015 is attributed to an increase of $5,756 in professional services from our auditors and SEC reporting service. Our occupancy and office expense decreased by $1,574 as the Company utilizing office space provided by our CEO at no cost. In the prior year we had leased office space and did not renew the lease for the current year.

 

During the three months ended June 30, 2016 and 2015 we incurred interest expenses of $8,006 and $8,549, respectively.

 

During the three months ended June 30, 2016 and 2015 we incurred net losses of $24,692 and $22,348, respectively.

 

Liquidity and Capital Resources.

 

From inception through June 30, 2016, the Company has issued 54,201,518 shares of its Common Stock to officers, directors and outside shareholders.  The Company has little operating history and no material assets other than cash and restricted cash. The Company has $25,086 of unrestricted cash and $45,858 of restricted cash as of June 30, 2016.

 

The Company has incurred operating losses each year since its inception and has had a working capital deficit at June 30, 2016. At June 30, 2016 and March 31, 2016 the working capital deficit was $1,773,526 and $1,740,325, 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, 2016 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.

 

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 June 30, 2016 and 2015, 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 three months ended June 30, 2016 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, 2016 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. 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 8-K.

 

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 9^th day of August, 2016.

 

	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