SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549
______________________

FORM 10-Q

[ X ] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarter ended JuneSeptember 30, 2008

OR

[   ] 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: 000-52227

SECURE NETWERKS, INC.
(Name of Small Business Issuer in Its Charter)


Delaware 20-4910418
(State or Other Jurisdiction
of Incorporation or Organization)
 
(IRS Employer
Identification No.)
   
10757 So. River Front Pkwy, Suite 125  
South Jordan, Utah 84095
(Address of Principal Executive Offices) (Zip Code)



 (801) 816-2570 
 Issuer’s Telephone Number, Including Area Code 
   

(Former name or former address and former fiscal year, if changed since last report.)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company.  See definition of  “large accelerated filer,”   “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 ]

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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [   ]   No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.  As of AugustNovember 14, 2008, the Company had outstanding 500,000 shares of common stock.











 
2
 

PART I

FINANCIAL INFORMATION

ITEM 1.FINANCIAL1.  FINANCIAL STATEMENTS REQUIRED BY FORM 10-Q

The Financial Statements of the Company are prepared as of JuneSeptember 30, 2008.



CONTENTS
 
Balance Sheets 
 
4
Statements of Operations 
 
5
Statements of Cash Flows 
 
6
Notes to the Financial Statements 
 
7












 
3
 

SECURE NETWERKS, INC.
Balance Sheets
(Unaudited)
       
ASSETS
    June 30, December 31,
    2008 2007
CURRENT ASSETS     
       
Cash and cash equivalents $4,169  $           25,403
Accounts receivable, net                76,737               52,511
Inventory                  3,863                 4,458
Loans receivable                  7,973                 5,875
       
 Total Current Assets                92,742               88,247
       
 TOTAL ASSETS $92,742  $           88,247
       
LIABILITIES AND STOCKHOLDERS' DEFICIT
       
CURRENT LIABILITIES     
       
Accounts payable $45,167  $           44,727
Accrued expenses              175,831             154,254
Notes payable, current portion                55,850               55,850
Notes payable - related parties, current portion                76,518               72,140
       
 Total Current Liabilities              353,366             326,971
       
STOCKHOLDERS' DEFICIT     
       
Preferred stock, $0.001 par value; 10,000,000 shares authorized,     
 none issued and outstanding                        -                       -
Common stock, $0.001 par value; 100,000,000 shares authorized,     
 500,000 shares issued and outstanding                     500                    500
Additional paid-in capital (deficit)                    (500)                   (500)
Accumulated deficit             (260,624)            (238,724)
       
 Total Stockholders' Deficit             (260,624)            (238,724)
       
 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $92,742  $           88,247
       


SECURE NETWERKS, INC. 
Balance Sheets 
(Unaudited) 
       
ASSETS 
  September 30,  December 31, 
  2008  2007 
CURRENT ASSETS      
       
Cash and cash equivalents $15,693  $25,403 
Accounts receivable, net  36,705   52,511 
Inventory  4,864   4,458 
Loans receivable  9,335   5,875 
         
Total Current Assets  66,597   88,247 
         
TOTAL ASSETS $66,597  $88,247 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT 
         
CURRENT LIABILITIES        
         
Accounts payable $45,285  $44,727 
Accrued expenses  162,277   154,254 
Notes payable, current portion  55,850   55,850 
Notes payable - related parties, current portion  76,518   72,140 
         
Total Current Liabilities  339,930   326,971 
         
STOCKHOLDERS' DEFICIT        
         
Preferred stock, $0.001 par value; 10,000,000 shares authorized,        
 none issued and outstanding  -   - 
Common stock, $0.001 par value; 100,000,000 shares authorized,        
 500,000 shares issued and outstanding  500   500 
Additional paid-in capital (deficit)  (500)  (500)
Accumulated deficit  (273,333)  (238,724)
         
Total Stockholders' Deficit  (273,333)  (238,724)
         
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $66,597  $88,247 
         





 
4
 

SECURE NETWERKS, INC. 
Statements of Operations 
(Unaudited) 
             
  For the Three Months Ended  For the Nine Months Ended 
  September 30,  September 30, 
  2008  2007  2008  2007 
             
NET REVENUES            
             
Product revenue $22,068  $80,833  $99,026  $208,058 
Service revenue  8,392   14,592   48,637   61,600 
                 
Total Net Revenues  30,460   95,425   147,663   269,658 
                 
OPERATING EXPENSES                
                 
Cost of sales - product  19,173   59,717   77,811   182,632 
Cost of sales - service  4,658   12,654   30,499   30,955 
Salaries and consulting  2,657   5,816   16,021   21,830 
Professional fees  3,825   5,061   16,232   24,422 
Selling, general and administrative  5,249   9,610   20,576   28,742 
Gain on settlement of debt  -   -   -   (8,108)
                 
Total Operating Expenses  35,562   92,858   161,139   280,473 
                 
LOSS FROM OPERATIONS  (5,102)  2,567   (13,476)  (10,815)
                 
OTHER INCOME (EXPENSES)                
                 
Interest expense  (7,996)  (10,480)  (24,479)  (25,148)
Interest income  389   1,920   3,346   3,874 
                 
Total Other Income (Expenses)  (7,607)  (8,560)  (21,133)  (21,274)
                 
LOSS BEFORE INCOME TAXES  (12,709)  (5,993)  (34,609)  (32,089)
                 
INCOME TAX EXPENSE  -   -   -   - 
                 
NET LOSS $(12,709) $(5,993) $(34,609) $(32,089)
                 
BASIC AND DILUTED:                
Net loss per common share $(0.03) $(0.01) $(0.07) $(0.06)
                 
Weighted average shares outstanding  500,000   500,000   500,000   500,000 
                 


SECURE NETWERKS, INC. 
Statements of Operations 
(Unaudited) 
             
  For the Three Months Ended  For the Six Months Ended 
  June 30,  June 30, 
  2008  2007  2008  2007 
             
NET REVENUES            
             
Product revenue $53,116  $96,623  $76,958  $127,225 
Service revenue  23,990   18,603   40,245   47,008 
                 
Total Net Revenues  77,106   115,226   117,203   174,233 
                 
OPERATING EXPENSES                
                 
Cost of sales - product  37,822   95,048   58,638   122,915 
Cost of sales - service  14,857   11,742   25,841   18,301 
Salaries and consulting  5,183   8,855   13,364   16,014 
Professional fees  4,035   9,736   12,407   19,361 
Selling, general and administrative  9,606   8,650   15,327   16,055 
Gain on settlement of debt  -   -   -   (8,108)
                 
Total Operating Expenses  71,503   134,031   125,577   184,538 
                 
LOSS FROM OPERATIONS  5,603   (18,805)  (8,374)  (10,305)
                 
OTHER INCOME (EXPENSES)                
                 
Interest expense  (8,750)  (8,440)  (16,483)  (14,668)
Interest income  1,721   1,580   2,957   1,954 
                 
Total Other Income (Expenses)  (7,029)  (6,860)  (13,526)  (12,714)
                 
LOSS BEFORE INCOME TAXES  (1,426)  (25,665)  (21,900)  (23,019)
                 
INCOME TAX EXPENSE  -   -   -   - 
                 
NET LOSS $(1,426) $(25,665) $(21,900) $(23,019)
                 
BASIC AND DILUTED:                
Net loss per common share $(0.00) $(0.05) $(0.04) $(0.05)
                 
Weighted average shares outstanding  500,000   500,000   500,000   500,000 
                 



 
5
 

SECURE NETWERKS, INC.SECURE NETWERKS, INC. SECURE NETWERKS, INC. 
Statements of Cash FlowsStatements of Cash Flows Statements of Cash Flows 
(Unaudited)(Unaudited) (Unaudited) 
            
 For the Six Months Ended  For the Nine Months Ended 
 June 30,  September 30, 
 2008  2007  2008  2007 
            
CASH FLOWS FROM OPERATING ACTIVITIES:            
            
Net loss $(21,900) $(23,019) $(34,609) $(32,089)
Adjustments to reconcile net loss to net                
cash used by operating activities:                
Bad debt expense  703   -   703   3,166 
Depreciation  -   156   -   156 
Gain on settlement of debt  -   (8,108)  -   8,108 
Changes in operating assets and liabilities:                
Accounts receivable  (24,929)  (22,179)  15,103   (29,253)
Inventory  595   (54)  (406)  44 
Loans receivable  (2,098)   (3,763)  (3,460)  (3,318)
Accounts payable and accrued expenses  22,017   46,717   8,581   37,138 
                
Net Cash Used by Operating Activities  (25,612)  (10,250)  (14,088)  (16,048)
                
CASH FLOWS FROM INVESTING ACTIVITIES:  -   -   -   - 
                
CASH FLOWS FROM FINANCING ACTIVITIES:                
                
Proceeds from notes payable - related parties  4,378   6,615   4,378   11,614 
Payment on notes payable - related parties  -   (1,990)  -   (1,990)
                
Net Cash Provided by Financing Activities  4,378   4,625   4,378   9,624 
                
NET DECREASE IN CASH AND CASH EQUIVALENTS $(21,234) $(5,625) $(9,710) $(6,424)
                
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD  25,403   9,640   25,403   9,640 
                
CASH AND CASH EQUIVALENTS, END OF PERIOD $4,169  $4,015  $15,693  $3,216 
                
SUPPLEMENTAL CASH FLOW INFORMATION                
                
Cash Payments For:                
                
Interest $1,084  $890  $1,582  $2,812 
Income taxes $-  $-  $-  $- 
                

 
6
 

SECURE NETWERKS, INC.
Notes to the Financial Statements
JuneSeptember 30, 2008

NOTE 1BASIS OF FINANCIAL STATEMENT PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its Form 10KSB filed on March 31, 2008.  Operating results for the sixnine months ended JuneSeptember 30, 2008 are not necessarily indicative of the results to be expected for the year ending December 31, 2008.  

NOTE 2GOING CONCERN CONSIDERATIONS

The accompanying condensed consolidated financial statements have been prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  As reported in its Annual Report on Form 10-KSB for the year ended December 31, 2007, the Company has incurred operating losses of approximately $239,000 from inception of the Company through December 31, 2007.  The Company’s stockholders’ deficit at JuneSeptember 30, 2008 was $260,624$273,333 and had a working capital deficit, continued losses, and negative cash flows from operations.  These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans to address and alleviate these concerns are as follows:

The Company’s management continues to develop a strategy of exploring all options available to it so that it can develop successful operations and have sufficient funds, therefore, as to be able to operate over the next twelve months.  The Company is attempting to improve these conditions by way of financial assistance through issuances of additional equity and by generating revenues through sales of products and services.  No assurance can be given that funds will be available, or, if available, that it will be on terms deemed satisfactory to management.  The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attain profitable operations.  The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties.

 
7
 

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read the following discussion of the company's financial condition and results of operations in conjunction with the audited financial statements and related notes included in the filing of the company’s latest annual 10-KSB.  This discussion may contain forward-looking statements, including, without limitation, statements regarding our expectations, beliefs, intentions, or future strategies that are signified by the words "expects," "anticipates," "intends," "believes," or similar language.  Actual results could differ materially from those projected in the forward looking statements.  You should carefully consider the information under the caption "Risk Factors" in this filing, in addition to the other information set forth in this report.  We caution you that Secure Netwerks’ business and financial performance is subject to substantial risks and uncertainties.

Overview

Secure Netwerks is a computer and technology hardware reseller to businesses and other organizations.  Most of our clients are small and medium sized organizations, although we do attempt to market our products and services to larger organizations.  We also outsource technology-related services to provide a full solution basket of technology products and services including hardware, software, network development and services.  Our clients consist of some retail purchasers and small to medium-
sized organizations, operating mostly in North America, but do have occasional clients in Europe.  Our website is located at www.securenetwerks ..com.

Every company is different, and we treat every company differently depending on their needs assessment.  Our assessment of client technology needs does not just involve building technology systems.  We focus on the business strategies of our clients. The highlights of Secure Netwerks's approach include a phase, often around eight weeks, entitled Technology Discovery Session (TDS), thatwhich identifies the data, technical, business and functional requirements, creates a conceptual design of the overall solution, develops a visual prototype of the application, and delivers a solution roadmap for implementation.

We first focus on collecting current hardware, software and procedures, business processes, personnel requirements and any other additional information that is deemed necessary. We then document the collected information to the extent required to adequately define the desired result. Subsequently, we focus on developing the future hardware, software and procedures to support the technology drivers for the organization. As part of this approach, we identify gaps between the client’s technology and their desired technology.  We identify improvement / effectiveness measures that will assist the organization in achieving its current and future vision.

Results of Operations

Following is our discussion of the relevant items affecting results of operations for the periods ended JuneSeptember 30, 2008 and 2007.

Revenues.  Our products and services are broken down into two categories for revenue recognition purposes – (i) off-the-shelf hardware/software product sales, and (ii) outsourced information technology services.  Our revenue recognition policy for these categories is as follows:

Revenue is recognized upon completion of services or delivery of goods where the sales price is fixed or determinable and collectibility is reasonably assured.    Advance customer payments are recorded as deferred revenue until such time as they are recognized.

Product sales are derived from the resale of off-the-shelf hardware and software packages.  
 
 
8
 
Product sales are not warranted by Secure Netwerks and may be subject only to warranties that may be provided by the product manufacturer.  Therefore, product warranties have no effect on the financial statements.  We have no sales arrangements encompassing multiple deliverables.

Secure Netwerks generated net revenues of $53,116$30,460 for the three month period ended JuneSeptember 30, 2008; representing2008 compared to $95,425 in net revenues for the third quarter of 2007.  For the nine month period ended September 30, 2008, net revenues were $147,663, a 45% decrease compared to $96,623 in net revenues for the second quarter of 2007.  For the six month period ended June 30, 2008, net revenues were $117,203, a 33% decrease compared to $174,233$269,658 in net revenues during the first sixnine months of 2007.  During the first sixnine months of 2008 and 2007, we received $76,958$99,026 and $127,225,$208,058, respectively, in gross revenues from software and hardware product resales and equipment leasing, and $40,245$48,637 and $47,008,$61,600, respectively, in gross revenues from information technology and other miscellaneous services.  The decrease in revenues for the sixnine month period ended JuneSeptember 30, 2008 is mainly the result of monthly service contracts which expired and were not renewed by several customers.  During the first sixnine months of 2007, these transactions contributed approximately $35,560$39,600 compared to $12,200 during the same time period in 2008.  Although Secure Netwerks continues to pursue equipment leases, these transactions are sporadic and nothing has materialized during 2008.  We do not anticipate that gross revenues from our base product and services will continue to decrease.  Our business model and objective is to receive recurring revenue from established clients.  In addition, we procure and resell hardware and software packages to our clients as well as single transaction customers.

Cost of Sales.  Expenses which comprise cost of sales are the wholesale cost of hardware, software, any accompanying licenses, product sales commissions, and commissions paid in connection with information technology consulting contracts.  Also included in cost of sales are personnel and materials costs to administer these information technology services.  As more organizations utilize our technology services, future expenses included in cost of goods sold will increase as well as potential fee sharing expenses to organizations that assist us in providing these services.

Cost of sales for the three month period ended JuneSeptember 30, 2008 was $52,679,$23,831, compared to $106,790$72,371 during the secondthird quarter of 2007.  For the sixnine months ended JuneSeptember 30, 2008, cost of sales were $84,479,$108,310, a 40%49% decrease compared to $141,216$213,587 during the first sixnine months of 2007.  The decrease is mainly the result of declining sales and the related need to purchase products.  The cost of sales will fluctuate depending on the sales mix.  Furthermore, we have continued good relationships with vendors which have allowed us to take advantage of certain price discounts.  As discussed above, during the sixnine month period ended JuneSeptember 30, 2008, the Company sold less in services as compared to the first six months of 2007.  Although the margins on services are much better than hardware sales, the cost of providing those services has increased.

Salaries and Consulting Expenses.  Salaries and consulting expenses consist of salaries and benefits, company paid payroll taxes and outside consulting expenses.  Salaries and consulting expenses for the three month period ended JuneSeptember 30, 2008 were $5,183, a 41% decrease$2,657 compared to $8,855$5,816 during the secondthird quarter of 2008.2007.  For the sixnine months ended JuneSeptember 30, 2008, salaries and consulting expenses were $13,364,$16,021, a 17%27% decrease compared to $16,014during$21,830 during the first sixnine months of 2007.  As the Company continues to push sales commission incentives rather than base salaries, we anticipate salaries expenses to remain at these levels in the future.

Professional Fees.  Professional fees for the three month period ended JuneSeptember 30, 2008 were $4,035, representing a 59% decrease$3,825 compared to $9,736$5,061 during the secondthird quarter of 2007.  For the sixnine months ended JuneSeptember 30, 2008, professional fees were $12,407,$16,232, a 36%34% decrease compared to $19,361$24,422 during the first sixnine months of 2007.  The decrease was the result of legal and accounting fees associated with the spin-off from the parent company, SportsNuts, Inc. during 2007.

Selling, General and Administrative Expenses.  Selling, general and administrative expenses
 
 
9
 
have been comprised of advertising; bad debts; occupancy and office expenses; equipment leases; travel and other miscellaneous administrative expenses.  Selling, general and administrative expenses for the three month period ended JuneSeptember 30, 2008 were $9,606, an 11% increase from $8,650$5,249 compared to $9,610 during the secondthird quarter of 2007.  For the sixnine months ended JuneSeptember 30, 2008, selling, general and administrative expenses were $15,327,$20,576, a 5%28% decrease compared to $16,055$28,742 during the first sixnine months of 2007. We anticipated a decrease in these expenses as we endeavor to decrease certain costs associated with rent and occupancy-related expense.

Gain on Settlement of Debt.  The Company had a gain on the settlement of debt in the amount of $-0- for the six months ended JuneSeptember 30, 2008 compared to $8,108 during the first sixnine months of 2007.  This was the result of the write off of certain old accounts payable by creditors of the Company.

Other Income (Expense).  We incurred net other expense of $7,029$7,607 for the three month period ended JuneSeptember 30, 2008 compared to $6,860$8,560 during the secondthird quarter of 2007.  For the sixnine months ended JuneSeptember 30, 1008, we incurred net other expense of $13,526$21,133 compared to $12,714$21,274 during the first sixnine months of 2007.  Other expenses incurred were comprised primarily of interest expenses related to the promissory notes issued by the Company.  Other income in this category is comprised of finance charge income billed to late paying customers.  We do not anticipate any major changes in other income and expenses.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Personnel

Secure Netwerks has two full-time employees, two part-time employees, and other project-based contract personnel that we utilize to carry out our business.  We utilize contract personnel on a continuous basis, primarily in connection with service contracts which require a high level of specialization for one or more of the service components offered.  We expect to hire more full-time employees in the future.  Although competition for technology sales personnel in the metropolitan Salt Lake City area is intense, because we offer competitive compensation and maintain a productive and collegial work environmental, we don’t believe we will have significant difficulty retaining additional employees or contract personnel in the future.

Liquidity and Capital Resources

Since inception, the Company has financed its operations through a series of loans, credit accounts with hardware vendors, and the use of Company credit to procure goods and services.  As of JuneSeptember 30, 2008, Secure Netwerks’ primary source of liquidity consisted of $4,169$15,693 in cash and cash equivalents.  We may seek to secure additional debt or equity capital to finance substantial business development initiatives or acquire another hardware reseller.  At present, however, we have no plans to seek any such additional capital or to engage in any business development or acquisition activity.

FORWARD LOOKING STATEMENTS AND RISK FACTORS

Forward Looking Statements

When used in this report, the words, “believes,” “plans,” “expects,” and similar expressions are intended by us to identify forward-looking statements within the meaning of and Section 21E of the Securities Exchange Act of 1934, as amended.  Such statements are subject to certain risks and uncertainties, including those discussed below, that could cause actual results to differ materially from
 
 
10
 
uncertainties, including those discussed below, that could cause actual results to differ materially from those we have projected.  These forward-looking statements speak only as of the date hereof.  All of these forward-looking statements are based on our estimates and assumptions, which although we believe them to be reasonable, are inherently uncertain and difficult to predict.  We cannot assure you that the benefits anticipated in these forward-looking statements will be achieved.

We undertake no obligation to update any forward-looking statements, but you are advised to consult any further disclosures by Secure Netwerks on this subject in its subsequent filings pursuant to the Securities Exchange Act of 1934.  Furthermore, we are providing these cautionary statements identifying risk factors, listed below, that could cause our actual results to differ materially from expected and historical results.  It is not possible for our management to foresee or identify all such factors.  Consequently, this list should not be considered an exhaustive statement of all potential risks, uncertainties and inaccurate assumptions.

RISK FACTORS

Operating Risks

Our Independent Auditors Have Expressed Uncertainty About Our Ability to Continue as a Going Concern, Which May Dissuade Others From Doing Business With Us.  Our independent auditors have raised substantial doubt about our ability to continue as a going concern.  Because other organizations that seek to do business with Secure Netwerks often request a copy of our audit report, their perception of our company may be negatively influenced.  For example, we may not be able to obtain invoice payment terms and price discounts from equipment manufacturers because we may be viewed as a credit risk, which could lead to a loss of sales opportunities if we do not have sufficient cash flow to pay for our inventory upon receipt or cannot make a profit on the sale of such equipment without such discounts.  To date, no manufacturers have discontinued their discount programs with us, but we cannot assure you that such manufacturers will continue to provide us discounts in the future.

We Risk Losing Some of Our Key Personnel Because of Our Fluctuating Revenues and Cash Flows.  Secure Netwerks’ success depends, in large part, upon the talents and skills of its management and key personnel, principally Chene Gardner, our Chief Executive Officer, and Ryan Gloshen and Jonathon Bish, our principal salespersons.  Our sales force is paid variable amounts based largely upon sales receipts, and therefore their incomes can fluctuate substantially from month to month..  To the extent that any of our key personnel are unable or refuse to continue their association with Secure Netwerks, a suitable replacement would have to be found.  We do not have employment agreements with any of our personnel and therefore we do not have restrictions on the ability of former employees to compete with us.  Further, we do not have key man life insurance on any person in our company and could not therefore be compensated for the loss of any individual due to death or disability.  We cannot assure you that we would be able to find suitable replacements for our existing management personnel or technical personnel or that we could retain such replacements for an affordable amount.

Our Chief Executive Does Not Work Exclusively for Secure Netwerks and May Face Time Conflicts Which Could Compromise His Availability to Manage Our Company.  Chene Gardner, our Chief Executive Officer, is also the controller for SportsNuts, Inc. the Chief Executive Officer and Chief Financial Officer for Cancer Therapeutics, Inc., and the Chief Executive Officer for Global Network, Inc.  His role in these organizations puts substantial constraints on his time which may detract from his ability to manage the business of Secure Netwerks effectively.  Mr. Gardner spends approximately one third of his time working for Secure Netwerks.  We cannot assure you that Mr. Gardner will be able to avoid scheduling and time conflicts in the future, which may impair his performance as our Chief Executive Officer.
 
 
11

Our Business is Inherently Risky Because of Fluctuations in Cash Receipts From Our Customers.  The information technology hardware business is inherently risky.  Gross profit margins for basic computer hardware are generally small and therefore we seek to sell more sophisticated and customized equipment which generally requires deep relationships with larger organizations.  These larger organizations are themselves customarily subject to budget constraints regarding capital equipment purchases which can cause our cash receipts to fluctuate depending on the budget cycle for a particular institutional customer.  If our sales and outsourced services do not generate enough cash flow to meet our operating expenses (such as debt service, capital expenditures, and legal and accounting fees), our ability to develop and expand our business and become profitable will be adversely affected.  We have periodically experienced cash flow difficulties which have resulted in an accumulated deficit of $259,196$273,333 as of March 31,September 30, 2008.

We Risk Losing Business Due to In-House Technology Personnel.  We have found an increasing tendency of medium sized businesses to rely on internal personnel to service and maintain computer networks, even if such personnel are not properly trained to perform the tasks required.  Because these persons may not be adequately trained, they may not be aware of the needs of their businesses to acquire updated equipment.  In addition, even though these persons remain the point of contact for our sales personnel, they are typically unable to make purchasing decisions regarding computer equipment without securing permission from management or another department who may be resistant to such purchases without having interface with a trained sales representative.  Finally, internal technology personnel can also themselves be resistant to bids for service projects because they may feel threatened by specialized outside service technicians who are generally more skilled and may detect errors in the manner in which systems and networks have been managed by in-house personnel in the past.  If the trend of relying on internal technology personnel continues, we may not be able to secure agreements with medium-sized organizations or may be forced to dramatically change our sales techniques which have no guarantee of success.

Our Business Could be Adversely Affected From Cheaper Outsourced Services Provided Overseas.  We are facing increasing competition from outsourced lower overhead firms in India, Russia, and other rapidly developing technology sectors around the world.  These firms also have access to low-cost personnel who are fluent in English and are proficient in software languages, which enable them to bid for service projects at a substantially reduced rate from what we are able to provide.  Although there are certain configuration, testing and setup services which are difficult to provide remotely, we cannot assure you that such firms will not be able to provide such services in the future and that our revenues will not be adversely affected.

We will Require Additional Financing for Expansion and other Functions Which Might Only be Procured on Disadvantageous Terms.  We will likely require substantial additional capital in the future for expansion, business development, marketing, computer software and systems, overhead, administrative, and other expenses such as additional payroll and employee training.  We cannot assure you that we will be able to raise additional funds or that financing will be available to Secure Netwerks on acceptable terms.  Lack of additional funds could negatively affect our business, particularly if we do not possess sufficient cash or are not provided credit facilities to purchase equipment in connection with a large customer order.

You Could be Adversely Impacted from Any Additional Financing We Receive Due to Dilution or Restrictive Covenants.  Your investment in Secure Netwerks could be negatively affected because of certain factors which may accompany any financing.  For example, we may issue our equity securities or securities convertible into our equity at an effective price which causes substantial dilution to your ownership in Secure Netwerks.  Any such financing may also contain provisions which may restrict
12
our ability to consummate certain transactions such as a pledge or sale of our assets, an extension of
12
credit, or borrowings, all of which may impair the operation of our business.

We Compete With Substantially Larger Companies That May be Better Positioned to Win Larger and More Profitable Contracts.  In attempting to market our services to medium and larger organizations, we compete with substantially larger companies which have greater name recognition and financial resources to price their services and, in particular, computer products which are purchased through them.  Accordingly, we may not be able to effectively compete for larger outsourcing and purchasing contracts unless and until we possess additional financial, marketing, and technical resources.

We May Lose Our Status as an Authorized Reseller Which Could Prevent Us From Selling Certain Computer Equipment.  Secure Netwerks success and its outsourced service contracts are substantially dependent upon our ability to deliver our clients high quality products which requires that we continue as an authorized reseller for manufacturers.  These manufacturers typically have various conditions which must be met in order to retain such reseller authorization, such as product proficiency certifications, licenses, and volume purchases.  Because computer equipment and related software is constantly being modified and upgraded, we may lose our status as an authorized reseller because we have not provided sufficient ongoing training to our employees.  Furthermore, we could also lose such status because we lack the financial capacity to secure large volume orders.  Where we purchase equipment from a wholesale reseller instead of the manufacturer, we do not control whether or not our suppliers continue to sell us such wholesale products.  Any substantial interruption in our ability to supply discounted products to our clients would have a material adverse effect on our business, operating results, and financial condition.

Investment Risks

A Purchase of Secure Netwerks Shares is a Speculative Investment Because We Have a Limited Operating History and a History of Losses.  Secure Netwerks’ shares are a speculative investment. To date, Secure Netwerks has generated net losses and we cannot guarantee that we will ever generate a profit in the future.  As of JuneSeptember 30, 2008, Secure Netwerks has an accumulated deficit of $260,624.$273,333.  Secure Netwerks is not guaranteed to continue to make sales of computer products or related outsourced services.  If Secure Netwerks continues to generate losses and we are unsuccessful at decreasing Secure Netwerks’ operating costs or raising investment capital, it is unlikely that Secure Netwerks would be able to meet its financial obligations and you could lose your entire investment.

You May Lack Liquidity in Your Shares.  Our stock is traded on the over-the-counter bulletin board, and our stockholders may have greater difficulty in selling their shares when they want and for the price they want.  The over-the-counter bulletin board is separate and distinct from the Nasdaq stock market.  The bulletin board does not operate under the same rules and standards as the Nasdaq stock market, including, for example, order handling rules.  The absence of these rules and standards may make it more difficult for a stockholder to obtain execution of an order to trade and to obtain the price they wanted for a trade.  This means our shareholders may not be able to sell their shares when they want for a price they want.  In addition, because stocks traded on the bulletin board are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts, our stockholders may have greater difficulty in selling their shares when they want and for the price they want.  Investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the over-the-counter bulletin board rather than on Nasdaq.  Investors’ orders may be filled at a price much different than expected when an order is placed.  Trading activity in general is not conducted as efficiently and effectively as with Nasdaq-listed securities.  Bulletin board transactions are conducted almost entirely manually.  Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone.  In times of heavy market volume, the limitations of
13
this process may result in a significant increase in the time it takes to execute investor orders.  Therefore,
13
when investors place market orders – an order to buy or sell a specific number of shares at the current market price – it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.  Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for Nasdaq-listed securities.  Further, a registered broker-dealer must submit an application to the National Association of Securities Dealers to enable our stock to be listed on the bulletin board.  Because the National Association of Securities Dealers will conduct their own review of Secure Netwerks and its business, we cannot assure you that we will be successful in getting Secure Netwerks listed on the bulletin board or any other quotation medium.

We Have Never Issued a Dividend and You May Never Receive a Dividend in the Future and Must Rely Solely on a Possible Increase in the Value of Your Shares to Achieve any Return on Your Investment in Lieu of Dividend Income.  Secure Netwerks has never issued a dividend and we do not anticipate paying dividends on our common stock in the foreseeable future.  Consequently, you should not rely on an investment in Secure Netwerks if you require dividend income.  Any return on your investment in Secure Netwerks will come from the potential appreciation in the value of your shares, which is inherently uncertain and unpredictable.  Furthermore, we may also be restricted from paying dividends in the future pursuant to subsequent financing arrangements or pursuant to Delaware law.

Because Our Liability is Limited, Neither You nor Secure Netwerks May be Able to Hold Management Liable for Certain Breaches of Duty.  Secure Netwerks has adopted provisions in its Certificate of Incorporation which limit the liability of our officers and directors and provisions in our bylaws which provide for indemnification by Secure Netwerks of our officers and directors to the fullest extent permitted by Delaware corporate law.  Secure Netwerks’ Certificate of Incorporation generally provide that its directors shall have no personal liability to Secure Netwerks or its stockholders for monetary damages for breaches of their fiduciary duties as directors, except for breaches of their duties of loyalty, acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, acts involving unlawful payment of dividends or unlawful stock purchases or redemptions, or any transaction from which a director derives an improper personal benefit.  Such provisions substantially limit your ability to hold directors liable for breaches of fiduciary duty.

You Could be Diluted from the Issuance of Additional Common and Preferred Stock.  Presently, Secure Netwerks has 500,000 shares of common stock outstanding and no shares of preferred stock outstanding.  Secure Netwerks is authorized to issue up to 100,000,000 shares of common stock and 10,000,000 shares of preferred stock.  To the extent of such authorization, the Secure Netwerks board of directors will have the ability, without seeking shareholder approval, to issue additional shares of common stock in the future for such consideration as the board may consider sufficient.  The issuance of additional common stock in the future may reduce your proportionate ownership and voting power.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company we are not required to provide this information.

ITEM 4.  CONTROLS AND PROCEDURES

Management’s Report on Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions regarding required disclosure.
 
 
14
 
As of JuneSeptember 30, 2008, the end of our secondthird quarter covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.  Our board of directors has only one member.  We do not have a formal audit committee.
 
Management’s Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of March 31,September 30, 2008. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of JuneSeptember 30, 2008, our internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles.
 
This quarterly report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.
 
Inherent limitations on effectiveness of controls
 
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Changes in Internal Control over Financial Reporting
 
There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended JuneSeptember 30, 2008 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
 

15


PART II

OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

 None

ITEM 1A. RISK FACTORS

                As a smaller reporting company, we are not required to provide the information required by this item.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Upon the formation of Secure Netwerks in March 2004, SportsNuts paid $0 for 500,000 shares of
Secure Netwerks common stock and up until March 1, 2007, Secure Netwerks’ sole shareholder.  The consideration paid by SportsNuts in receiving the shares of Secure Netwerks was in exchange for the assumption of $25,196 in liabilities resulting in an accumulated deficit of $25,196 upon issuance.

Secure Netwerks is subject to a month-to-month sublease with Acadia Properties, LLC, for the use of office and hardware facilities.  We pay Acadia Properties, LLC a rental fee of $1,200 per month, which may increase as our business grows.  Secure Netwerks’ rental fee is based on exclusive usage of approximately one-eighth of the office space of Acadia Properties, LLC, which pays an aggregate rental rate of $10,500 per month and is comparable to rents charged to other subtenants of Acadia Properties, LLC.  We utilize these facilities for the operation of our day-to-day business.  As Secure Netwerks grows and expands, we may seek alternative arrangements for our executive offices and operations elsewhere in the Salt Lake City metropolitan area.  Secure Netwerks’ sublease with Acadia Properties, LLC is attached as an exhibit to this registration statement.  Kenneth Denos is a principal of Acadia Properties, LLC and is a director of Secure Netwerks.

As of September 10, 2004, $80,000 was loaned to Secure Netwerks in the form of the payment of outstanding liabilities on behalf of the Company, and on January 1, 2005, Secure Netwerks issued 4 promissory notes to the following individuals to formalize these non-cash payments in the prior year:

 ·Chene Gardner ($6,250) , the Chief Executive Officer of Secure Netwerks;
 ·Kenneth Denos ($25,000), Director of Secure Netwerks;
 ·John Thomas ($25,000), Secure Netwerks’ corporate counsel; and
 ·Travis Pera ($23,750), son of Walter Pera, Chairman of the board of directors of Secure Netwerks.

The notes each mature upon demand, are unsecured, and bear interest at the rate of ten percent per annum.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None.
 
 
16

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

Not Applicable.

ITEM 5.OTHER INFORMATION

Not applicable.

ITEM 6.EXHIBITS:

The following documents are filed as exhibits to this Form 10-Q:


 
17
 

INDEX TO EXHIBITS


Exhibit
Number
 
 
Title of Document
 
3.1
 
 
Certificate of Incorporation of Secure Netwerks, Inc., a Delaware corporation.(1)
 
3.2 
Bylaws of Secure Netwerks, Inc., a Delaware corporation.(2)
 
10.1 
Sublease Agreement between the Registrant and Acadia Properties, LLC (3)
 
10.2 
Form Purchase Contract (4)
 
10.3 
Promissory Note Issued to Chene Gardner (5)
 
10.4 
Promissory Note Issued to Travis Pera (6)
 
10.5 
Promissory Note Issued to John Thomas (7)
 
10.6 
Promissory Note Issued to Kenneth Denos (8)
 
10.7 
Equipment Lease between Secure Netwerks and Velocity Capital LLC (9)
 
31 
Certification by Chief Executive Officer and Chief Financial Officer, Chene
Gardner, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32
 
 
Certification by Chief Executive Officer and Chief Financial Officer, Chene Gardner, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  (1)Filed as an Exhibit to the Company’s Registration Statement on Form 10 SB12G, deemed effective by the Commission on January 17, 2007.
 (2)Filed as an Exhibit to the Company’s Registration Statement on Form 10 SB12G, deemed effective by the Commission on January 17, 2007.
 (3)Filed as an Exhibit to the Company’s Registration Statement on Form 10 SB12G, deemed effective by the Commission on January 17, 2007.
 (4)Filed as an Exhibit to the Company’s Registration Statement on Form 10 SB12G, deemed effective by the Commission on January 17, 2007.
 (5)Filed as an Exhibit to the Company’s Registration Statement on Form 10 SB12G, deemed effective by the Commission on January 17, 2007.
 (6)Filed as an Exhibit to the Company’s Registration Statement on Form 10 SB12G, deemed effective by the Commission on January 17, 2007.
 (7)Filed as an Exhibit to the Company’s Registration Statement on Form 10 SB12G, deemed effective by the Commission on January 17, 2007.
 (8)Filed as an Exhibit to the Company’s Registration Statement on Form 10 SB12G, deemed effective by the Commission on January 17, 2007.
 (9)Filed as an Exhibit to the Company’s Registration Statement on Form 10 SB12G, deemed effective by the Commission on January 17, 2007.



 
18
 

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

                                                    0;                   SECURE NETWERKS, INC.
SECURE NETWERKS, INC.
 
Date: August
 Date: November 14, 2008 BY: /S/ Chene Gardner
        Chene Gardner
        Chief Financial Officer
 
                                                                                                   Chene Gardner
                                                    0;                     Chief Financial Officer




 
19