Start Scientific, Inc. - Annual Report: 2008 (Form 10-K)

f10-ksecurenetwerks.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-K

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

For the fiscal year ended December 31, 2008

[ ] 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

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities ActYes [ ] No [ X ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.Yes [ ] No [ X ]

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [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 ]

The aggregate market value of the Company’s voting stock held by non-affiliates computed by reference to the closing price as quoted on the NASD Electronic Bulletin Board on March 31, 2009, was approximately $5,500. For purposes of this calculation, voting stock held by officers, directors, and affiliates has been excluded.

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 March 24, 2009, the Company had outstanding 500,000 shares of common stock, par value $0.001 per share.

DOCUMENTS INCORPORATED BY REFERENCE

None.

FORWARD LOOKING STATEMENTS

THIS ANNUAL REPORT ON FORM 10-KSB, IN PARTICULAR “ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” AND “ITEM 1. BUSINESS,” INCLUDE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE STATEMENTS REPRESENT THE COMPANY’S EXPECTATIONS OR BELIEFS CONCERNING, AMONG OTHER THINGS, FUTURE REVENUE, EARNINGS, AND OTHER FINANCIAL RESULTS, PROPOSED ACQUISITIONS AND NEW PRODUCTS, ENTRY INTO NEW MARKETS, FUTURE OPERATIONS AND OPERATING RESULTS, FUTURE BUSINESS AND MARKET OPPORTUNITIES. THE COMPANY WISHES TO CAUTION AND ADVISE READERS THAT THESE STATEMENTS INVOLVE RISK AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE EXPECTATIONS AND BELIEFS CONTAINED HEREIN. FOR A SUMMARY OF CERTAIN RISKS RELATED TO THE COMPANY’S BUSINESS, SEE “RISK FACTORS.” UNDER “ITEM 1A.”

Unless the context requires otherwise, references to the Company are to Secure Netwerks, Inc.

PART I.

ITEM 1: DESCRIPTION OF BUSINESS

Cautionary Factors That May Affect Future Results (Cautionary Statements Under the Private Securities Litigation Reform Act of 1995)

The disclosure and analysis set forth herein contains certain forward looking statements, particularly statements relating to future actions, performance or results of current and anticipated products and services, sales efforts, expenditures, and financial results. From time to time, the Company also provides forward-looking statements in other publicly-released materials, both written and oral. Forward-looking statements provide current expectations or forecasts of future events such as new products or services, product approvals, revenues, and financial performance. These statements are identified as any statement that does not relate strictly to historical or current facts. They use words such as “anticipates,” “intends,” “plans,” “expects,” “will,” and other words and phrases of similar meaning. In all cases, a broad variety of assumptions can affect the realization of the expectations or forecasts in those statements. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially.

The Company undertakes no obligation to update any forward-looking statements, but investors are advised to consult any further disclosures by the Company on this subject in its subsequent filings pursuant to the Securities Exchange Act of 1934. Furthermore, as permitted by the Private Securities Litigation Reform Act of 1995, the Company provides these cautionary statements identifying risk factors, listed below, that could cause the Company’s actual results to differ materially from expected and historical results. It is not possible 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.

CORPORATE ORGANIZATION

Secure Networks, Inc. was initially formed in the state of Utah on February 4, 2004, and was subsequently reincorporated in Delaware on February 14, 2007 as Secure Netwerks, Inc. Secure Netwerks was a wholly-owned subsidiary of SportsNuts, Inc., a Delaware corporation traded on the OTC Electronic Bulletin Board that files reports with the Securities and Exchange Commission under Sections

13(a) and 15(d) of the Securities Exchange Act of 1934. On March 1, 2007, the shares of Secure Netwerks were spun-off to the shareholders of SportsNuts, Inc. As of March 24, 2008, Secure Netwerks had 266 shareholders of record.

THE BUSINESS OF SECURE NETWERKS

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 Netwerk’s approach include a phase, often around eight weeks, entitled Technology Discovery Session (TDS), that 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.

Many client organizations not only need the information technology products that we sell, but they need some of the services our partner provides. Acadia Technologies, Inc. is our partner that provides these services including installation, network design, website development, website hosting, and telephony networking. We pay Acadia Technologies $30 an hour per service person, and 50% of the profit received for the service provided to our clients. We do not have a written agreement with Acadia Technologies, Inc., but continue to work together on projects. We have maintained a relationship with Acadia Technologies since we started our business in February, 2004. We pay Acadia Technologies 50% of the profit we receive from each client Acadia Technologies refers to us. Historically, Acadia Technologies has referred approximately 25% of our clients to us. Acadia Technologies only gets paid when we get paid by our clients.

Our Approach

Sales and Marketing. We focus our sales and marketing efforts primarily in the

intermountain west region including Utah, Montana, Wyoming, Idaho, Nevada, New Mexico, and Colorado. Our direct sales and support personnel provide new account creation and management, enhanced communications and long-term relationship-building with our existing and potential customers. Given the current need of businesses and other organizations in the western United States for information

technology hardware and related services, we do not anticipate expanding our sales and marketing to other regions of the United States in the near future.

Each of our salesperson’s compensation is commission-based. Sales leads are derived from

individual business contacts and customer referrals from strategic partners, as well as available industry research and reports. We do not have any written or oral agreements with strategic partners to provide referrals. Most of our referrals from strategic partners have come from our service partner, Acadia Technologies Incorporated. When Acadia Technologies’ clients need computer hardware or software, they refer the business to Secure Netwerks.

Our sales efforts are intended to focus on the business drivers of our clients’ technology initiatives and needs. We utilize our experienced sales personnel as well as outside consultants as part of our team approach to sales. These outside consultants include the staff of Acadia Technologies Incorporated and various independent technology technicians. We use outside consultants for approximately one-half of our clients. We have no agreements with outside consultants because each project is negotiated separately and the outside consultants are engaged for each specific project. Our sales personnel participate in training programs designed by our suppliers to provide new information about new and upgraded products. These training programs also assist our sales personnel on the latest industry innovations and sales techniques.

Products and Outsourced Services

We bring value to our clients that purchase computer equipment by introducing them to our strategic partners, including technology service providers, equipment leasing providers and programmers in the information technology industry. Our relationships with these strategic partners allow us to offer a comprehensive and cost-effective technology solution to almost any organization. Through Secure Netwerks and its partners, our clients can access the following range of hardware sales and services:

Technology Hardware sales. We are a valued-added reseller of the following computer and computer-related products:

Hardware: Intel-based servers, personal computers and laptops supporting Windows, Macintosh, Unix, Linux, and Novell operating systems.

Peripherals: Printers, monitors, personal digital assistants, handheld scanners, and other computer equipment related to the operation of computers, servers, laptops, photocopiers, scanners, projectors, audio-visual systems, routers, firewalls, OEM computer equipment, security and conference cameras and security systems

Software: Microsoft Windows and Apple Macintosh retail boxed products that relate to the operation of computer, servers, and laptops. Those software products include the operating system sold separately as well as with the original hardware.

All of the products sold by Secure Netwerks are manufactured by others. We have not experienced any difficulties in obtaining requested hardware or software from the manufacturers, and consequently do not anticipate any difficulties in obtaining such hardware or software for future sales contracts. We are a value-added reseller because we bring value to each sale by analyzing the needs of each client and educating the client on the features and benefits of each of the products we sell.

Telecommunication Systems Services and Integration. We have seen an increase in the number of our clients needing communications devices that interact with networks and e-mail servers. We provide a service that includes mobile phone and wireless device support. In addition, we can also provide voice-over internet protocol access for our clients that want to enhance the use of their network services and minimize their long distance telephone charges. Voice-over internet allows customers to take their phone numbers and

voicemail wherever they go, and place and transfer calls between branch offices with cost effective long distance charges. Calls can be routed through the Internet connection to each office. We offer many types of telephones and telephone systems including wireless, standard desktop phones, and computer based software phones.

Outsourced Equipment Leasing. Power4Financial LLC, our strategic partner, provides outsourced leasing services for our clients that want to purchase hardware from us using lease financing. We typically charge our clients between 1% and 2% of the total lease value for this service as an arrangement fee. We do not have an agreement with Power4Financial, but plan to continue to use their equipment leasing services for our clients. When we refer clients to Power4Financial, our primary income comes from the sale of the equipment that will be financed under the lease. We are only paid for the equipment and the 1% to 2% arrangement fee after the lease is approved and the lease funds the purchase of the equipment.

Application Programming. Depending upon the budget, timetable, and business rules that govern a project, we partner with local and offshore programmers to build customized enterprise applications. Customized enterprise applications are necessary because our clients have different business needs. For example, a university has different needs from a newspaper company. These programmers customize products for the specific needs of each business. Our programming partners are proficient in MySQLTM, OracleTM, and SequelTM database applications, as well as PHPTM, JAVATM, and MicrosoftTM .NET web application programming languages.

Outsourced Technology Service. Acadia Technologies Incorporated, a Utah based service provider, provides service solutions to our clients. We have a close working relationship with Acadia Technologies. Acadia Technologies has experience providing desktop support, network and hardware maintenance, as well as building complex local area and wide area network configurations for small and large businesses.

Principal Suppliers

We do not have any written agreements with our principal suppliers. Purchases are made by credit card, cash or check on delivery, or on account with suppliers where credit has been established. Below is a summary of our principal product suppliers and the terms for the purchase of goods:

Supplier	Terms
Ingram Micro, Inc.	Credit account, Balance due 30 days from order date
Wintec Industries, Inc.	Credit account, Balance due 30 days from order date
Tech Data Corporation	Credit card, Cash or check on delivery
Synnex Corporation	Credit account, Balance due 30 days from order date
Tessco Technologies Incorporated	Credit account, Balance due 30 days from order date

We work hard to foster close relationships with these vendors and maintain a high level of accreditation for the benefit of our customers. These Principal Suppliers sell their products to us at a wholesale price, and we sell to our clients at a retail price. We are quoted specific prices either by telephone or by the use of the websites of these principal suppliers. Prices vary as they are quoted to us, and are not set. There are no price discount indicators. We search each supplier for the best price. Our agreements with these principal suppliers give us terms and conditions for our payment obligations for the computer hardware and software we resell to our customers. We must pay the principal amount we owe

each supplier within 30 days of the invoice from the supplier. In the even that we do not pay the invoice within the 30 day time period, our suppliers charge between 8% and 12% per annum for late payments.

Research and Development

We attempt to stay abreast of changes in the information technology industry and also attempt to increase the level of product knowledge of our current staff. During the calendar year 2007, our three full-time employees, two part-time employees, and other project-based contract personnel received approximately 100 hours of training. Other research and development activities include the use of instructional collateral materials. We estimate that we have spent approximately 200 hours in each of our two prior fiscal years on research and development activities. None of the expenses associated with these activities has been borne directly by our customers.

GOVERNMENT REGULATION

The business of Secure Netwerks is not currently subject to substantial federal, state, or local government regulation. We are not subject to any significant environmental laws or regulations, and do not anticipate excessive levels of U.S. federal or state government regulation of our business. Secure Netwerks is subject to standard taxation rates for sales, income, and other activities in the United States and does not pay taxes overseas.

COMPETITION

There are thousands of resellers of technology hardware and software with similar products and service offerings as Secure Netwerks. Because our business is small and our resources are relatively limited, we do not focus our business development activities on larger organizations due to the longer sales cycle involved. Although we do not focus on larger organizations, we sell to any size of organization. We believe that many larger organizations already have deeply discounted hardware suppliers.

There are several different kinds of computer retailers within the industry including:

Computer dealers: We believe computer dealers often focus on a few main brands of hardware, usually offering only a minimum supply of software, and variable amounts of service and support. We have found that their prices are usually higher than the larger stores and we are unable to substantiate whether or not their service and support is effective, although we believe that we are very competitive with our service and support;

Online retailers: Online retailers market computer-related products for very low prices. Some of our competitors in this category include Ebay, Buy.com and Amazon.com. We believe that although the prices are low for products purchased from online retailers, service and support is limited.

Larger hardware resellers: Larger hardware resellers that market to organizational customers are able to offer very low prices in bulk. We believe that larger hardware resellers focus their sales efforts on large companies and not on our market focus of small and medium-sized businesses.

Retail stores and computer superstores: Retail stores and computer superstores typically offer good walk-in service, with aggressive pricing, and minimal support; and

Mail order: Mail order companies offer aggressive pricing. It is our opinion that, for the purely price-driven buyer, who buys products and expects no service, mail order and retail providers of basic computer hardware provide good options for the customer.

We believe that we are different from our competitors because we are focused on providing

solutions for small and medium-sized businesses that need diverse products, service and support. We advise our clients on what products they need to attain their goals for their businesses. Many of our competitors also focus on small and medium-sized businesses. We believe that we are competitive with other computer resellers because of our service and support we provide.

Many of our current and potential competitors have longer operating histories and other resources substantially more valuable than ours. As a result, our competitors may be able to adapt more quickly to changing customer needs. Our competitors may attempt to increase their presence in the market by forming strategic alliances with other competitors, offering better service to our customers or by giving better prices then we are able to provide. In order to compete with increasing competition, we may experience a decrease in our profit margin from sales. We believe that new competitors will be able to enter without much difficulty due to the low barriers to entry into this type of business. There can be no assurance that we will be able to compete with our competitors in the future.

ITEM 1A 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 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.

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 $238,724 as of December 31, 2007.

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 our ability to consummate certain transactions such as a pledge or sale of our assets, an extension of 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 December 31, 2008, Secure Netwerks has an accumulated deficit of $299,746. 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.

No Active Market. Although the Company’s shares are traded on the NASD Electronic Bulletin Board, the Company believes that the public trading price may be an inaccurate representation of the value of the Company because there is little or no trading volume in the Company’s shares and no analysts or NASD market makers actively follow the Company.

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 2. DESCRIPTION OF PROPERTY

Secure Netwerks’ headquarters are located within a 5,600 square foot facility in South Jordan, Utah. Acadia Properties, LLC, a Utah limited liability company controlled by Kenneth Denos, a member of the board of directors of Secure Netwerks, holds a leasehold interest in the premises, with a written lease agreement commencing March, 2006 at a rate of $10,500 per month. We utilize approximately one-eighth of these premises for our operations. We have recently executed a month-to-month sublease with Acadia Properties, LLC for use of this facility and its common areas for Secure Netwerks’ operations in exchange for $900 per month.

ITEM 3. LEGAL PROCEEDINGS

None.

ITEM 4: SUBMISSION ON MATTERS TO A VOTE OF SECURITY HOLDERS

None.

PART II

ITEM 5: MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

(a)

Market for Common Equity and Related Stockholder Matters.

(1)

Market Information.

The Company’s Common Stock is listed on the NASD Electronic Bulletin Board (“Bulletin Board”) under the symbol “SEWK.” The Company’s stock has been traded on the Bulletin Board since approximately March, 2007. As of March 20, 2009, there was no active public market for the Company’s Common Stock. The following table sets forth, for the periods indicated, the high and low closing sales prices, as to Bulletin Board prices of shares of the Company’s Common Stock during the calendar year ended December 31, 2008:

	High		Low
Fourth Quarter 2008	$	0.06	$	0.06
Third Quarter 2008	$	0.51	$	0.06
Second Quarter 2008	$	0.073	$	0.073
First Quarter 2008	$	0.073	$	0.073

The following table sets forth, for the periods indicated, the high and low closing sales prices, as to Bulletin Board prices of shares of the Company’s Common Stock during the calendar year ended December 31, 2007:

	High		Low
Fourth Quarter 2007	$	0.073	$	0.06
Third Quarter 2007	$	0.51	$	0.055
Second Quarter 2007	$	0.25	$	0.25
First Quarter 2007	$	0.25	$	0.25

Our shares were not traded on any exchange or quotation medium prior to 2007.

We do not have any warrants or options issued or outstanding.

(2) Holders.

As of March 24, 2009, the Company had approximately 266 holders of record of its Common Stock.

(3)

Dividends.

The Company has not paid any cash dividends on its Common Stock since inception and does not anticipate paying cash dividends in the foreseeable future. The Company anticipates that any future earnings will be retained for use in developing and/or expanding the business.

ITEM 6. SELECTED FINANCIAL DATA

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

ITEM 7. 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 this registration statement. 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 set forth above under Item 1 of this Part I under the caption “Risk Factors” in addition to the other information set forth in this registration statement. We caution you that Secure Netwerks’ business and financial performance is subject to substantial risks and uncertainties.

Overview

Secure Netwerks is a reseller of technology-related hardware and software, including laptops, desktops, networking devices, telecommunication systems and networks, servers and software. We also provide our clients with some outsourced services necessary to install, educate, run and operate the hardware that we sell our clients. Our clients consist of small to large organizations. Currently, we sell

hardware and outsourced services to an average of 9 clients each month and 43% of our clients have purchased product more than one time over the course of the past calendar year. You can learn more about our business at our website located at www.securenetwerks.com.

Results of Operations

Following is our discussion of the relevant items affecting results of operations for the years ended December 31, 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:

Product sales are derived from the resale of off-the-shelf hardware and software packages. 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 $261,956 for the year ended December 31, 2008, representing a 30% decrease compared to $375,091 in net revenues during the year ended December 31, 2007. During 2008 and 2007, we received $187,889 and $300,941, respectively, in gross revenues from software and hardware product resales and equipment leasing, and $74,067 and $74,150, respectively, in gross revenues from information technology and other miscellaneous services. The decrease in revenues for the year ended December 31, 2008 is mainly the result of three large sales of computer hardware which were associated with equipment leases during 2007. These transactions contributed approximately $96,371 in revenues during 2007. Although Secure Netwerks continues to pursue equipment leases, these transactions are sporadic and no large leases materialized during 2008. We do not anticipate that gross revenues from our base product and services will 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. Sales of software and hardware products are inherently unpredictable, but we anticipate that revenues from this activity will become more consistent as we grow our client base. Over the past twelve months, we have provided hardware sales, outsourced networking, programming, website design and hosting services for 28 clients on a continuous basis and approximately 44 clients for one-time projects.

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 year ended December 31, 2008 was $204,450, a 33% decrease from $305,539 during the year ended December 31, 2007. The decrease is mainly the result of decreased sales and the related need to purchase products. The cost of sales will fluctuate in the future depending on the sales mix of hardware sales and service revenue. Total cost of sales was 78% of revenues in 2008

compared to 81% in 2007. As the company provides more services, cost of sales will decrease as the margins on services is much better than margins on hardware sales.

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 year ended December 31, 2008 were $22,808 compared to $22,870 during the year ended December 31, 2007. No changes were expected to salaries and consulting expenses as the Company has pushed sales commission incentives rather than base salaries. Salaries and consulting expenses could increase if the Company hires additional personnel.

Professional Fees. Professional fees for the year ended December 31, 2008 were $20,057, representing a 30% decrease compared to $28,747 during the year ended December 31, 2007. The decrease was the result of legal and accounting fees associated with the spin-off from the parent company, SportsNuts, Inc. which was affective March 1, 2007.

Selling, General and Administrative Expenses. Selling, general and administrative expenses 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 year ended December 31, 2008 were $43,631, a 3% increase from $42,542 during the year ended December 31, 2007. We did not anticipate a major change in these expenses, however, we endeavor to decrease certain costs associated with rent and occupancy-related expense. For the years ended December 31, 2008 and 2007, bad debts expense was $15,305 and $11,441, respectively. Although the Company is now reviewing new customers more closely for credit worthiness, the struggling economy has increased the risk of bad debts.

Other Income (Expense). We incurred net other expense of $32,512 for the year ended December 31, 2008 compared to net other expense of $28,998 during the year ended December 31, 2007. Other expenses incurred were comprised primarily of interest expenses related to credit cards as well as 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, one part-time employee, 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

December 31, 2008, Secure Netwerks’ primary source of liquidity consisted of $11,546 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.

ITEM 7A: QUANTITATIVE AND PUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONTENTS

Report of Independent Registered Public Accounting Firm……………...……………………....	15
Balance Sheets………………………………………………………………..………………….	17
Statements of Operations………………………………………………………………………...	18
Statements of Stockholders’ Deficit……………………………………………………………..	19
Statements of Cash Flows………………………………………………………………………..	20
Notes to the Financial Statements………………………………………………………………..	21

Table

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Secure Netwerks, Inc.

South Jordan, Utah

We have audited the accompanying balance sheet of Secure Netwerks, Inc. as of December 31, 2008 and the related statement of operations, stockholders' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Secure Netwerks, Inc. as of December 31, 2008 and the results of its operations and its cash flows for the year ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8 to the financial statements, the Company has negative working capital, negative cash flows from operations and recurring operating losses which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Chisholm, Bierwolf, Nilson & Morrill LLC

Bountiful, Utah

March 25, 2009

Table

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Secure Netwerks, Inc.

South Jordan, Utah

We have audited the accompanying balance sheet of Secure Netwerks, Inc. as of December 31, 2007 and the related statements of operations, stockholders' deficit and cash flows for the years ended December 31, 2007 and 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Secure Netwerks, Inc. as of December 31, 2007 and the results of its operations and its cash flows for the years ended December 31, 2007 and 2005 in conformity with accounting principles generally accepted in the United States of America.

Bouwhuis, Morrill & Company, LLC

Layton, Utah

March 24, 2007

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SECURE NETWERKS, INC.
Balance Sheets


ASSETS
	December 31,			December 31,
	2008			2007
CURRENT ASSETS

Cash and cash equivalents	$	11,546		$	25,403
Accounts receivable, net		43,052			52,511
Inventory		4,837			4,458
Loans receivable		9,197			5,875

Total Current Assets		68,632			88,247

TOTAL ASSETS	$	68,632		$	88,247

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts payable	$	56,614		$	44,727
Accrued expenses		179,396			154,254
Notes payable, current portion		55,850			55,850
Notes payable - related parties, current portion		76,518			72,140

Total Current Liabilities		368,378			326,971

TOTAL LIABILITIES		368,378			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
Discount on common stock		(500	)		(500	)
Accumulated deficit		(299,746	)		(238,724	)

Total Stockholders' Deficit		(299,746	)		(238,724	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	68,632		$	88,247

The accompanying notes are an integral part of these financial statements

Table

SECURE NETWERKS, INC.
Statements of Operations


	For the Year Ended
	December 31,
	2008			2007

NET REVENUES

Product revenue	$	187,889		$	300,941
Service revenue		74,067			74,150

Total Net Revenues		261,956			375,091

OPERATING EXPENSES

Cost of sales - product		157,644			264,639
Cost of sales - service		46,806			40,900
Salaries and consulting		22,808			22,870
Professional fees		20,057			28,747
Selling, general and administrative		43,631			42,542
Gain on settlement of debt		(480	)		(8,108	)

Total Operating Expenses		290,466			391,590

LOSS FROM OPERATIONS		(28,510	)		(16,499	)

OTHER INCOME (EXPENSES)

Interest expense		(32,680	)		(34,318	)
Interest income		168			5,320

Total Other Income (Expenses)		(32,512	)		(28,998	)

LOSS BEFORE INCOME TAXES		(61,022	)		(45,497	)

INCOME TAX EXPENSE		-			-

NET LOSS	$	(61,022	)	$	(45,497	)

BASIC AND DILUTED:
Net loss per common share	$	(0.12	)	$	(0.09	)

Weighted average shares outstanding		500,000			500,000

The accompanying notes are an integral part of these financial statements

Table

SECURE NETWERKS, INC.
Statements of Stockholders' Deficit
For the Period January 1, 2007 through December 31, 2008


															Total
	Preferred Stock				Common Stock				Discount on			Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Common Stock			Deficit			Deficit

Balance, January 1, 2007		-	$	-		500,000	$	500	$	(500	)	$	(193,227	)	$	(193,227	)

Net loss for the year ended
December 31, 2007		-		-		-		-		-			(45,497	)		(45,497	)

Balance, December 31, 2007		-		-		500,000		500		(500	)		(238,724	)		(238,724	)

Net income for the year ended
December 31, 2008		-		-		-		-		-			(61,022	)		(61,022	)

Balance, December 31, 2008		-	$	-		500,000	$	500	$	(500	)	$	(299,746	)		(299,746	)

The accompanying notes are an integral part of these financial statements

Table

SECURE NETWERKS, INC.
Statements of Cash Flows


	For the Year Ended
	December 31,
	2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$	(61,022	)	$	(45,497	)
Adjustments to reconcile net loss to net
cash used by operating activities:
Bad debt expense		15,305			11,441
Depreciation		-			156
Gain on settlement of debt		480			(8,108	)
Changes in operating assets and liabilities:
Accounts receivable		(5,846	)		(26,765	)
Inventory		(379	)		(1,718	)
Loans receivable		(3,322	)		(3,826	)
Accounts payable and accrued expenses		36,549			80,456

Net Cash Provided (Used) by Operating Activities		(18,235	)		6,139

CASH FLOWS FROM INVESTING ACTIVITIES:		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from notes payable - related parties		4,378			11,614
Payment on notes payable - related parties		-			(1,990	)

Net Cash Provided by Financing Activities		4,378			9,624

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	$	(13,857	)	$	15,763

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		25,403			9,640

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	11,546		$	25,403

SUPPLEMENTAL CASH FLOW INFORMATION

Cash Payments For:

Interest	$	2,445		$	4,104
Income taxes	$	-		$	-

The accompanying notes are an integral part of these financial statements

Table

SECURE NETWERKS, INC.

Notes to the Financial Statements

December 31, 2008 and 2007

NOTE 1 -

ORGANIZATION AND DESCRIPTION OF BUSINESS

Secure Netwerks, Inc. (the Company) was formed in the state of Utah on February 4, 2004, with authorized common stock of 10,000,000 shares. The Company was subsequently reincorporated in the State of Delaware on February 14, 2006 with authorized common stock of 100,000,000 shares and authorized preferred stock of 10,000,000 shares. Both classes of stock have a par value of $0.001 per share.

The Company was created as a wholly owned subsidiary of SportsNuts, Inc. to be a computer and technology hardware and software reseller. In addition to supplying the computer hardware needs of SportsNuts, Secure Netwerks has since provided its hardware sales and services to organizations in a variety of industries.

Effective March 1, 2007, the Company was spun off from SportsNuts, Inc. and each shareholder of SportsNuts received stock in the Company on a pro rata basis.

NOTE 2 -

SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. The following policies are considered to be significant:

a. Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting. The Company has elected a calendar year-end.

b. Cash and Cash Equivalents

Cash equivalents are generally comprised of certain highly liquid investments with original maturities of less than three months.

c. Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

d. Basic and Fully Diluted Net Loss per Share of Common Stock

In accordance with Financial Accounting Standards No. 128, “Earnings per Share,” basic net loss per common share is based on the weighted average number of shares

Table

SECURE NETWERKS, INC.

Notes to the Financial Statements

December 31, 2008 and 2007

NOTE 2 -

SIGNIFICANT ACCOUNTING POLICIES (Continued)

d. Basic and Fully Diluted Net Loss per Share of Common Stock (Continued)

outstanding during the periods presented. Diluted earnings per share is computed using the weighted average number of common shares plus dilutive common share equivalents outstanding during the period. There are no common stock equivalents as of December 31, 2008 and 2007.

	December 31
	2008			2007
Net loss (numerator)	$	(61,022	)	$	(45,497	)
Weighted average shares outstanding (denominator)		500,000			500,000
Basic and fully diluted net loss per share amount	$	(0.12	)	$	(0.09	)

Allowance for Doubtful Accounts

Accounts receivable are recorded net of the allowance for doubtful accounts. The Company generally offers 15-day credit terms on sales to its customers and requires no collateral. The Company maintains an allowance for doubtful accounts which is determined based on a number of factors, including each customer’s financial condition, general economic trends and management judgment. As of December 31, 2008 and 2007, the allowance for doubtful accounts was $1,996 and $11,907, respectively. Bad debt expense was $15,305 and $11,441, for the years ended December 31, 2008 and 2007, respectively.

Inventories

Inventories are stated at the lower of average cost or market value. When there is evidence that the inventories value is less than original cost, the inventory is reduced to market value. Inventories consist of computer hardware of $4,837 and $4,458 at December 31, 2008 and 2007, respectively.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When assets are disposed of, the cost and accumulated depreciation (net book value of the assets) are eliminated and any resultant gain or loss reflected accordingly. Betterments and improvements are capitalized over their estimated useful lives whereas repairs and maintenance expenditures on the assets are charged to expense as incurred.

	Life	2008			2007

Computer Equipment	3Years	$	2,807		$	2,807
Less-Accumulated Depreciation			(2,807	)		(2,807	)
Net Property and Equipment		$	- 0 -		$	- 0 -

Table

SECURE NETWERKS, INC.

Notes to the Financial Statements

December 31, 2008 and 2007

NOTE 2 -

SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment (Continued)

Depreciation expense for the years ended December 31, 2008 and 2007 was $-0- and $156, respectively.

h. Revenue Recognition

Products and services provided by the Company are broken down into two main categories for revenue recognition purposes, they are: off-the-shelf hardware/software sales and technology related services. The 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. The Company does not offer any cash rebates. Returns or discounts, if any, are netted against gross revenues. For the years ended December 31, 2008 and 2007, sales are recorded net of the allowance for returns and discounts of $-0-. Product sales were solely derived from the resale of off-the-shelf hardware and software packages. Product sales are not warranted by the Company and may be subject only to warranties that may be provided by the product manufacturer.

Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an Amendment of FASB Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities” (“SFAS No. 159”). SFAS No. 159 permits an entity to choose to measure many financial instruments and certain items at fair value. The objective of this standard is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reporting earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 permits all entities to choose to measure eligible items at fair value at specified election dates. Entities will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted. We are currently evaluating the impact that the adoption of SFAS No. 159 will have on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) replaces SFAS No. 141, “Business Combinations”, but retains the requirement that the purchase method of accounting for acquisitions be used for all business combinations. SFAS 141(R) expands on the disclosures previously required by SFAS 141, better defines the acquirer and the acquisition date in a business combination, and establishes principles for recognizing and measuring the assets

Table

SECURE NETWERKS, INC.

Notes to the Financial Statements

December 31, 2008 and 2007

NOTE 2 -

SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

acquired (including goodwill), the liabilities assumed and any non-controlling interests in the acquired business. SFAS 141(R) also requires an acquirer to record an adjustment to income tax expense for changes in valuation allowances or uncertain tax positions related to acquired businesses. SFAS 141(R) is effective for all business combinations with an acquisition date in the first annual period following December 15, 2008; early

adoption is not permitted. The impact of SFAS 141(R) will have on our consolidated financial statements will depend on the nature and size of acquisitions we complete after we adopt SFAS 141(R).

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51” (SFAS 160). SFAS 160 requires that non-controlling (or minority) interests in subsidiaries be reported in the equity section of the company’s balance sheet, rather than in a mezzanine section of the balance sheet between liabilities and equity. SFAS 160 also changes the manner in which the net income of the subsidiary is reported and disclosed in the controlling company’s income statement. SFAS 160 also establishes guidelines for accounting for changes in ownership percentages and for deconsolidation. SFAS 160 is effective for financial statements for fiscal years beginning on or after December 1, 2008 and interim periods within those years; early adoption is not permitted. The adoption of SFAS 160 is not expected to have a material impact on our financial position, results of operations or cash flows.

In March 2008, the FASB issued SFAS No. 161 “Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133” (SFAS 161), which amends and expands the disclosure requirements of SFAS 133 to provide an enhanced understanding of an entity’s use of derivative instruments, how they are accounted for under SFAS 133 and their effect on the entity’s financial position, financial performance and cash flows. The provisions of SFAS 161 are effective for the period beginning after November 15, 2008. The adoption of SFAS 161 is not expected to have a material impact on our financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS 162), which will provide framework for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. generally accepted accounting principles (GAAP) for nongovernmental entities. With the issuance of SFAS 162, the GAAP hierarchy for nongovernmental entities will move from auditing literature to accounting literature. The adoption of SFAS 162 is not expected to have a material impact on our financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts” (SFAS 163). SFAS 163 clarifies how SFAS No. 60, “Accounting and Reporting by Insurance Enterprises”, applies to financial guarantee insurance contracts issued by insurance enterprises, and addresses the recognition and measurement of premium revenue and claim liabilities. It requires expanded disclosures about contracts, and recognition of claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also

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SECURE NETWERKS, INC.

Notes to the Financial Statements

December 31, 2008 and 2007

NOTE 2 -

SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

requires disclosure about (a) the risk-management activities used by an insurance enterprise to evaluate credit deterioration in its insured financial obligations, and (b) the insurance enterprise's surveillance or watch list. The adoption of SFAS 163 is not expected to have a material impact on our financial position, results of operations or cash flows.

j. Income Taxes

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards Board (SFAS) No. 109, “Accounting for Income Taxes.” Under this method, deferred income taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which differences are expected to reverse. In accordance with the provisions of SFAS No. 109, a valuation allowance would be established to reduce deferred tax assets if it were more likely than not that all or some portion, of such deferred tax assets would not be realized. A full allowance against deferred tax assets was provided as of December 31, 2008 and 2007.

At December 31, 2008, the Company had net operating loss carryforwards of approximately $102,000 which may be offset against future taxable income through 2028. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards are offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to future use.

Net deferred tax assets consist of the following components as of December 31, 2008 and 2007:

	2008			2007
Deferred tax assets:
NOL Carryover	$	102,000		$	81,000
Valuation allowance		(102,000	)		(81,000	)
Net deferred tax asset	$	-		$	-

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 34% to pretax income from continuing operations for the years ended December 31, 2008 and 2007 due to the following:

Table

SECURE NETWERKS, INC.

Notes to the Financial Statements

December 31, 2008 and 2007

NOTE 2 -

SIGNIFICANT ACCOUNTING POLICIES (Continued)

	2008			2007
Current Federal Tax	$	-		$	-
Current State Tax		-			-
Change in NOL Benefit		21,000			15,000
Valuation allowance		(21,000	)		(15,000	)
	$	-		$	-

k. Gain on Settlement of Debt

The gain on settlement of debt arises from the write-off of certain old accounts and notes payable by the Company pursuant to a legal opinion from the Company’s attorney and CEO. The gain on settlement of debt associated with these write-offs amounted to $480 and $8,108, respectively at December 31, 2008 and 2007.

l.	Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places cash and cash equivalents at well known quality financial institutions. Cash and cash equivalents at banks are insured by the Federal Deposit Insurance Corporation for up to $250,000. The Company did not have any cash or cash equivalents in excess of this amount at December 31, 2008 and 2007.

NOTE 3 -

RELATED PARTY TRANSACTIONS

The Company issued certain promissory notes to individuals as disclosed in Note 5. The individuals consist of an officer of the Company and a director of the Company. The Company received advances of $4,378 and $11,614, respectively; and made payments on these advances of $-0- and $1,990, respectively, during the years ended December 31, 2008 and 2007.

NOTE 4 -

NOTES PAYABLE

Notes payable consisted of the following:	December 31, 2008			December 31, 2007
Note payable to a company, interest at 24% per annum, due on demand, unsecured	$	7,100		$	7,100
Notes payable to individuals, interest at 10% per annum, due on demand, unsecured		48,750			48,750
Total Notes Payable		55,850			55,850
Less: Current Portion		(55,850	)		(55,850	)
Long-Term Notes Payable	$	-		$	-

Table

SECURE NETWERKS, INC.

Notes to the Financial Statements

December 31, 2008 and 2007

NOTE 4 – NOTES PAYABLE (Continued)

Accrued interest at December 31, 2008 and 2007 was $27,736 and $14,612, respectively.

NOTE 5 - NOTES PAYABLE – RELATED PARTIES

Notes payable – related parties consisted of the following:	December 31, 2008			December 31, 2007
Note payable to a related individual, interest at 24% per annum, due on demand, unsecured	$	45,268		$	40,890
Note payable to a related individual, interest at 10% per annum, due on demand, unsecured		6,250			6,250
Note payable to a related individual, interest at 10% per annum, due on demand, unsecured		25,000			25,000
Total Notes Payable – Related Parties		76,518			72,140
Less: Current Portion		(76,518	)		(72,140	)
Long-Term Notes Payable – Related Parties	$	-		$	-

Accrued interest at December 31, 2008 and 2007 was $82,749 and $59,106, respectively.

NOTE 6 - EQUITY TRANSACTIONS

500,000 common shares of Secure Networks, Inc. (Utah) were issued to the incorporator upon incorporation which included the assumption of $25,196 in liabilities resulting in an additional paid-in capital deficit of $25,696 upon issuance.

500,000 common shares of Secure Netwerks, Inc. (Delaware) were issued on the basis of 1-for-1 for all of the outstanding shares of Secure Networks, Inc. (Utah) as part of the Company’s reincorporation into the State of Delaware. All references to shares issued

and outstanding in the financial statements have been retroactively restated to reflect the effects of this change in capital structure.

On February 14, 2006, the Board of Directors approved the Company’s amended and restated Articles of Incorporation (Amendment). The Amendment increases the authorized shares of common stock from 10,000,000 to 100,000,000 shares. The Amendment also provides for a new class of preferred stock with 10,000,000 shares

authorized. The rights and preferences of the preferred stock have yet to be determined. Both common and preferred stock have a par value of $0.001.

NOTE 7 - FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107 (SFAS 107), “Disclosures about Fair Value of Financial Instruments” requires disclosure of the fair value of financial instruments held by the Company. SFAS 107 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current

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SECURE NETWERKS, INC.

Notes to the Financial Statements

December 31, 2008 and 2007

NOTE 7 – FINANCIAL INSTRUMENTS (Continued)

transaction between willing parties. The following methods and assumptions were used to estimate fair value:

The carrying amount of cash equivalents, accounts receivable, accounts payable and notes payable approximate fair value due to their short-term nature.

NOTE 8 -

GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has a working capital deficit, negative cash flows from operations and has sustained net losses from inception which have resulted in an accumulated deficit at December 31, 2008 of approximately $299,000 and has experienced periodic cash flow difficulties, all of which raise substantial doubt regarding the Company’s ability to continue as a going concern.

To date the Company has funded its operations through a combination of loans. The Company anticipates another net loss for the year ended December 31, 2009 and with the expected cash requirements for the coming year, there is substantial doubt as to the Company’s ability to continue operations.

The Company believes these conditions have resulted from the inherent risks associated with small startup technology-oriented companies. Such risks include, but are not limited to, the ability to (i) generate revenues and sales of its products and services at levels sufficient to cover its costs and provide a return for investors, (ii) attract additional capital in order to finance growth, (iii) further develop and successfully market commercial products and services, and (iv) successfully compete with other comparable companies having financial, production and marketing resources significantly greater than those of the Company.

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.

NOTE 9 -

LOANS RECEIVABLE – RELATED PARTIES

From time to time, the Company makes advances to employees. These advances have been recorded as Loans receivable – related parties and amounted to $9,197 and $4,425 as of December 31, 2008 and 2007, respectively.

NOTE 10 -

COMMITMENTS & CONTINGENICES

The Company has a month to month lease agreement which is currently in the amount of $900 per month. Rent expense was $10,800 and $16,000, respectively, for the years ended December 31, 2008 and 2007.

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ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A: 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.

As of December 31, 2008, the end of our fiscal year 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 annual 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 December 31, 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 December 31, 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 annual 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 annual report.

Inherent limitations on effectiveness of controls

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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 year ended December 31, 2008 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B: OTHER INFORMATION

None.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Executive Officers

Name	Age	Position(1)
Walter Pera	64	Chairman of the Board
Chene Gardner	44	Chief Executive Officer, Chief Financial Officer and Director
Kenneth I. Denos	41	Director

(1) Officers hold their position at the pleasure of the board of directors, absent any employment agreement.

Walter Pera, age 64, is the Chairman of the board of directors of Secure Netwerks. Mr. Pera was appinted as Chairman of the board of directors of Secure Netwerks in March, 2004. Mr. Pera has been the Chairman of the board of directors of Secure Netwerks since its inception. Mr. Pera also serves as the President of RTW Management, Inc., a transportation provider and management company, and has served in this capacity since September 2003. Mr. Pera is also the President and principal of 32 Enterprises LLC which owns Exchange night club, operating in Salt Lake City, Utah, and has served in this capacity since February 2007. Mr. Pera was President of EcourseMaster Inc., an internet-based education company specializing in developing and deploying specialized training over the internet for

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corporate clients from March 2001 until April 2003. Mr. Pera holds a Bachelor of Science degree in electrical engineering from Colorado State University, and a Masters in Business Administration from

Brigham Young University. Mr. Pera served in the United States Navy from 1962 to 1966. Mr. Pera is not a director of any other company filing reports pursuant to the Securities Exchange Act of 1934.

Chene Gardner, age 44, is the Chief Executive Officer and Chief Financial Officer of Secure Netwerks and a member of the Secure Netwerks board of directors. Mr. Gardner was appointed Chief Executive Officer, Chief Financial Officer and member of the board of directors of Secure Netwerks in March, 2004. Mr. Gardner has been the Chief Financial Officer of Secure Netwerks since its inception. Mr. Gardner also serves as the financial controller for SportsNuts, Inc., the ex-parent corporation of Secure Netwerks, and has served in this capacity since September, 1999. Mr. Gardner has been the Chief Financial Officer and member of the board of directors of Cancer Therapeutics, Inc., a cancer biotherapy company since May 2004. Mr. Gardner has served as the Chief Executive Officer of Global Networks, Inc., an advertising company from March, 2005 to the present. Mr. Gardner has also served as the Chief Financial Officer and member of the board of directors of Synerteck, Inc., an IT service provider and a filer or reports pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 from April, 2001 until December 2005. From January, 1997 to September, 1999, Mr. Gardner served as Financial Manager for Aluminum Builders, Inc., a producer of various home improvement items. Mr. Gardner also has five years of auditing and accounting experience with the firm of Deloitte & Touche LLP from June 1990 to August, 1995, serving clients in the banking, manufacturing, and retail industries. Mr. Gardner holds Bachelor and Master of Accounting degrees from Weber State University. Mr. Gardner is not a director of any other company filing reports pursuant to the Securities Exchange Act of 1934.

Kenneth I. Denos, age 41, has been a member of the board of directors of Secure Netwerks since its formation in March, 2004. Mr. Denos also serves as the Chief Executive Officer and a director of SportsNuts, Inc., the parent corporation of Secure Netwerks and a filer or reports pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934. Mr. Denos has served as a member of the SportsNuts, Inc. board of directors since April, 1999 and has served as its Chief Executive Officer since March, 2000. From April, 1999 until March, 2000, he served as Executive Vice President and General Counsel for SportsNuts. From November, 1998 until April, 1999, he served as Executive Vice President of SportsNuts.com, Inc., a privately held corporation in which a controlling interest was acquired by SportsNuts, Inc. (the parent corporation of Secure Netwerks ) in April, 1999. Since May 2007, Mr. Denos has served as the Chief Executive Officer of MCC Global N.V. (FSE:IQF2), an Amsterdam-based business advisory firm. Since June 2005, Mr. Denos has served as the member of the board of directors of Moore, Clayton Capital Advisors, Inc., an investment advisor to Equus Total Return, Inc. (NYSE:EQS) and registered pursuant to the Investment Advisors Act of 1940. Mr. Denos has been the CEO of Equus Total Return, Inc (NYSE:EQS), registered investment company pursuant to the Investment Company Act of 1940, since August, 2007. In March, 2008, he was appointed to the board of directors of Equus Total Return. From January, 2004 until October, 2005, Mr. Denos served on the board of directors of Healthcare Enterprise Group PLC (LSE:HCEG), a London-based healthcare products distribution firm. From February, 2005 until February, 2007, Mr. Denos served on the board of directors of Tersus Energy PLC (LSE:TER), a London-based alternative/renewable energy company. From March 2001 until December 2005, Mr. Denos also served as a Synerteck Incorporated member of the board of directors, a filer or reports pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934. From March, 1996 until November, 1998, Mr. Denos was an attorney with the Salt Lake City-based law firm of Jones, Waldo, Holbrook & McDonough, P.C. Mr. Denos is a licensed attorney in the State of Utah and is a member of the American Bar Association. Mr. Denos holds a Bachelor of Science degree in Business Finance and Political Science, a Master of Business Administration Degree, and a Juris Doctor, all

received from the University of Utah. Other than SportsNuts, Inc., Mr. Denos is not a director of any other company filing reports pursuant to the Securities Exchange Act of 1934.

Compensation of Directors

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Although we anticipate compensating the members of the Secure Netwerks board of directors in the future at industry levels, the current members are not paid cash compensation for their service as directors. Each director may be reimbursed for certain expenses incurred in attending board of directors

and committee meetings. We are contemplating the issuance of stock or stock options of shares of Secure Netwerks to our directors for their service on the Secure Netwerks board of directors.

Board of Directors Meetings and Committees

Although various items were reviewed and approved by the board of directors during 2007, the board of directors held no formal meetings during the fiscal year ended December 31, 2007.

Secure Netwerks does not have Audit or Compensation Committees of the board of directors because each director of Secure Netwerks reviews the financial statements and independent audits of Secure Netwerks.

Code of Ethics

We have adopted a code of ethics that applies to all of our executive officers and senior financial officers (including our chief executive officer, chief financial officer and any person performing similar functions). A copy of our code of ethics is publicly available on our website at www.securenetwerks.com under the caption “INVESTORS." If we make any substantive amendments to our code of ethics or grant any waiver, including any implicit waiver, from a provision of the code to our chief executive officer, chief financial officer, chief accounting officer or controller, we will disclose the nature of such amendment or waiver in a report on Form 8-K.

Section 16(a) Beneficial Ownership Reporting Compliance

We are required to identify each person who was an officer, director or beneficial owner of more than 10% of our registered equity securities during our most recent fiscal year and who failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act of 1934.

For the 2007 fiscal year we are unaware of any officer, director or beneficial owner of more that 10% of our registered equity securities who failed to file reports on a timely basis in accordance with Section 16(a) of the Securities Exchange Act of 1934.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth certain information regarding the annual and long-term compensation for services rendered in all capacities during the fiscal year ended December 31, 2007, 2006 and 2005 by Chene Gardner our Chief Executive Officer and Chief Financial Officer. Mr. Gardner was appointed as Chief Executive Officer and Chief Financial Officer in March, 2004. No other executive officer of Secure Netwerks received more than $100,000 in total salary and bonus. Although Secure Netwerks may, in the future, adopt a stock option plan or a stock bonus plan, no such plans exist.

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Summary Compensation Table

Annual Compensation					Long-Term Compensation
Name and Principal Position	Year	Salary		Bonus	Securities Underlying Options		All Other Compensation
Chene Gardner	2008	$	12,000		$	0	$	0
CEO and CFO	2007	$	12,000		$	0	$	0
	2006	$	12,000		$	0	$	0

Employment Agreements

None of our executive officers are subject to an employment agreement with Secure Netwerks.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

On March 1, 2007, Secure Netwerks was spun-off of SportsNuts, Inc., a Delaware corporation traded on the OTC Electronic Bulletin Board and a filer of reports pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934. As of March 1, 2007 all of the shareholders of SportsNuts received their pro-rata ownership of Secure Netwerks. Secure Netwerks has no shares of preferred stock, options, warrants, rights or other instruments convertible into shares of common stock outstanding.

Beneficial Ownership of Secure Netwerks

The following table sets forth certain information regarding the beneficial ownership of Secure Netwerks’ common stock (par value $0.001 per share) as of March 25, 2009 by (i) each person (or group of affiliated persons) who is known by us to beneficially own more than 5% of the outstanding shares of Secure Netwerks’ common stock, (ii) each person who has served as a director or executive officer of Secure Netwerks from 2006 to 2008, and (iii) all persons who have served as a director or executive officer of Secure Netwerks during such years as a group. As of such date, Secure Netwerks had 500,000 shares of common stock outstanding. Unless indicated otherwise, the address for each officer, director, and 5% shareholder is c/o Secure Netwerks, 10757 South River Front Parkway, Suite 125, South Jordan, Utah 84095.

	Common Stock
Directors, Executive Officers, 5% Stockholders	Number	Percent of Class(1)
Chene Gardner(2)	0	0%
Walter Pera(3)	0	0%
Kenneth Denos(4)	12,657	2.53%
Prestbury Investment Holdings Limited(5)	103,033	20.61%
Nigel Wray(6)	103,033	20.61%
Nicholas Leslau(7)	103,033	20.61%
Gardner Management, Inc. Profit Sharing Plan and Trust(8)	50,584	10.12%
Moore, Clayton & Co., Inc.(9)	4,415	0.88%
Todd Shell(10)	35,002	7.00%
All directors and officers as a group (3 people)	12,657	2.53%

Table

(1) For each shareholder, the calculation of percentage of beneficial ownership is based upon 500,000 shares of Common Stock outstanding as of March 25, 2009, and shares of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options, warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised such rights. Except as otherwise indicated below, the persons and entity named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to applicable community property laws.

(2) Chief Executive Officer, Chief Financial Officer and Director of Secure Netwerks.

(3) Chairman of the Board of Directors of Secure Netwerks.

(4) Director of Secure Netwerks. Includes 8,242 shares of Common Stock of Secure Netwerks held directly by Mr. Denos. Because Mr. Denos is a member of the Board of Directors of Moore, Clayton & Co., Inc. (“MCC”), this number also includes 4,415 shares held directly by MCC.

(5) Shareholder of Secure Netwerks. Includes 103,033 shares held directly by Prestbury Investment Holdings Limited (“PIHL”).

(6) Principal of PIHL and, together with Mr. Nicholas Leslau, the controlling shareholders of PIHL. Includes 103,033 shares of Common Stock of Secure Netwerks held directly by PIHL.

(7) Principal of PIHL and, together with Mr. Nigel Wray, the controlling shareholders of PIHL. Includes 103,.033 shares of Common Stock of Secure Netwerks held directly by PIHL.

(8) Shareholder of Secure Netwerks. Includes 50,584 shares of Common Stock held directly by Gardner Management, Inc. Profit Sharing Plan and Trust.

(9) Shareholder of Secure Netwerks. Includes 4,415 shares of Common Stock held directly by MCC.

(10) Shareholder of Secure Netwerks. Includes 24,699 shares of Common Stock held directly by Mr. Shell and 10,303 shares of Common Stock held by Kelli Shell, the wife of Mr. Shell.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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 additional paid in capital deficit of $25,696 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 June 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.

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

ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES

Change in Auditors

On or about January 1, 2009, we were notified that effective January 1, 2009, the audit partner of Bouwhuis, Morrill & Company, LLC (“BMC”) our auditors, joined Chisholm, Bierwolf & Nilson, LLC (“CBN”) which became Chisholm, Bierwolf, Nilson & Morrill, LLC (“CBNM”). As a result, BMC resigned as our independent registered public accounting firm and CBNM was formally engaged as our new independent registered public accounting firm. The decision to retain CBNM as our certifying public accountant was authorized and approved by our board of directors.

During the period from the engagement of the former auditors through the date of the resignation of the former auditors, including the registrant’s most recent fiscal year and the subsequent interim period, there were no disagreements with the former auditors, whether or not resolved, on any matter of accounting principles or practices, financial statements disclosure, or auditing scope or procedure, which, if not resolved to the former auditor’s satisfaction, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its report.

The reports of BMC did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

Fees Billed For Audit and Non-Audit Services

The following table represents the aggregate fees billed for professional audit services rendered to the Company by Bouwhuis, Morrill & Company, LLC, our current independent auditor, (“BMC”) for the audit of the Company’s annual financial statements for the years ended December 31, 2008 and 2007, and all fees billed for other services rendered by BMC during those periods.

Year Ended December 31	2008	2007

Audit Fees(1)	$ 7,100	$ 7,125
Audit-Related Fees(2)	0	0
Tax Fees(3)	0	0
All Other Fees(4)	0	0

Total Accounting Fees and Services	$ 7,100	$ 7,125

(1) Audit Fees. These are fees for professional services for the audit of the Company’s annual financial statements, and for the review of the financial statements included in the Company’s filings on Form 10-KSB, and for services that are normally provided in connection with statutory and regulatory filings or engagements.

(2) Audit-Related Fees. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of the Company’s financial statements.

(3) Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.

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(4) All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.

ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Documents Filed as a Part of this Report

(1)

Financial Statements

See “Item 8 - Financial Statements Required by Form 10-K”

(2)

Financial Statement Schedules

The following Financial Statement Schedules of the Company, together with the report of

Bouwhuis Morrill & Company, LLC, the Company’s independent registered public accounting firm, thereon are filed as part of this Report on Form 10-K as listed below and should be read in conjunction with the consolidated financial statements of the Company:

Report of Chisholm, Bierwolf, Nilson & Morrill, LLC, Independent Accountants, on Financial Statement Schedules for 2008.

Report of Bouwhuis Morrill & Company, LLC, Independent Accountants, on Financial Statement Schedules for 2007.

(3)

Exhibits

See “Index to Exhibits.”

(b)

Reports on Form 8-K

No reports on Form 8-K were filed during the year ended December 31, 2008.

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ITEM 1. 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)
23.1		Consent of Bouwhuis, Morrill & Company, LLC. (10)
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)