Edgar Filing: E-NET FINANCIAL COM CORP

SCHEDULE 14C INFORMATION

INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Check the appropriate box:

[ __ ] Preliminary Information Statement
[ __ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[ X ] Definitive Information Statement

E-NET FINANCIAL.COM CORPORATION
(Name of Registrant as Specified in Charter)

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required
[ __ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and O-11

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ __ ] Fee paid previously with preliminary materials.
[ __ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule O-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.

1) Amount Previously Paid:

2) Form Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

E-NET FINANCIAL.COM CORPORATION
3200 BRISTOL STREET, SUITE 700
COSTA MESA, CA 92626

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 6, 2001

TO OUR SHAREHOLDERS:

You are cordially invited to attend the 2001 Annual Meeting of the
Shareholders of e-Net Financial.Com Corporation (the "Company") to be held on
December 6, 2001 at 10:00 AM, Pacific Standard Time, at the MGM Grand Hotel and
Casino, 3799 Las Vegas Boulevard South, Las Vegas, Nevada 89109, to consider and
act upon the following proposals, as described in the accompanying Information
Statement:

1. To elect two (2) directors to serve until the next Annual Meeting of
Shareholders and thereafter until their successors are elected and
qualified;

2. To amend the Articles of Incorporation of the Company to change the
name of the Company to Anza Capital, Inc.;

3. To ratify the appointment of McKennon Wilson & Morgan LLP, Certified
Public Accountants, as independent auditors of the Company for the
fiscal year ending April 30, 2002;

4. To ratify certain executive compensation awards, a Global Settlement
(as defined herein), and bridge financing transactions;

5. To ratify the Company's acquisition strategy; and

6. To transact such other business as may properly come before the meeting
or any adjournments thereof.

The foregoing items of business are more fully described in the Information
Statement accompanying this Notice. The Board of Directors has fixed the close
of business on October 29, 2001, as the record date for Shareholders entitled to
notice of and to vote at this meeting and any adjournments thereof.

By Order of the Board of Directors

/s/ Vincent Rinehart
_____________________________
Vincent Rinehart, President

November 9, 2001
Costa Mesa, California

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

INFORMATION STATEMENT

INTRODUCTION

This information statement is being mailed or otherwise furnished to
stockholders of e-Net Financial.Com Corporation, a Nevada corporation (the
"Company") in connection with the upcoming annual meeting of its shareholders.
This information statement is being first sent to stockholders on or about
November 12, 2001.

PROPOSALS

The following proposals are being presented at the meeting (the
"Proposals"):

1. To elect two (2) directors to serve until the next Annual Meeting of
Shareholders and thereafter until their successors are elected and
qualified;

2. To amend the Articles of Incorporation of the Company to change the
name of the Company to Anza Capital, Inc.;

3. To ratify the appointment of McKennon Wilson & Morgan LLP, Certified
Public Accountants, as independent auditors of the Company for the
fiscal year ending April 30, 2002;

4. To ratify certain executive compensation awards, a Global Settlement
(as defined herein), and bridge financing transactions;

5. To ratify the Company's acquisition strategy; and

6. To transact such other business as may properly come before the meeting
or any adjournments thereof.

VOTE REQUIRED

The vote which is required to approve the above Proposals is the
affirmative vote of the holders of a majority of the Company's voting stock.
Each holder of common stock is entitled to one (1) vote for each share held.
The holders of Series C Convertible Preferred Stock do not have voting rights.

The record date for purposes of determining the number of outstanding
shares of voting stock of the Company, and for determining stockholders entitled
to vote, is the close of business on October 29, 2001 (the "Record Date"), the
business day after the Board of Directors of the Company adopted the resolution
approving and recommending each of the Proposals. As of the Record Date, the
Company had outstanding 41,126,543 shares of common stock, and 17,984 shares of
Series C Convertible Preferred Stock. Holders of the shares have no preemptive
rights. All outstanding shares are fully paid and nonassessable. The transfer
agent for the common stock is Securities Transfer Corporation, 2591 Dallas
Parkway, Suite 102, Frisco, Texas 95034, telephone (469) 633-0101.

VOTE OBTAINED - SECTION 78.320 NEVADA REVISED STATUTES

Section 78.320 of the Nevada Revised Statutes (the "Nevada Law") provides
that the written consent of the holders of the outstanding shares of voting
stock, having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, may be substituted for such a meeting.
Pursuant to Section 78.390 of the Nevada Revised Statutes, a majority of the
outstanding voting shares of stock entitled to vote thereon is required in order
to amend the Articles of Incorporation. In order to eliminate the costs and
management time involved in obtaining proxies and in order to effect the
Amendment as early as possible in order to accomplish the purposes of the
Company as hereafter described, the Board of Directors of the Company voted to
utilize, and did in fact obtain, the written consent of the holders of a
majority of the voting power of the Company.

Pursuant to Section 78.370 of the Nevada Revised Statutes, the Company is
required to provide prompt notice of the taking of the corporate action without
a meeting to the stockholders of record who have not consented in writing to
such action. This Information Statement is intended to provide such notice. No
dissenters' or appraisal rights under the Nevada Law are afforded to the
Company's stockholders as a result of the approval of the Proposals.

PROPOSAL ONE
ELECTION OF DIRECTORS

Directors are elected by the shareholders at each annual meeting to hold
office until their respective successors are elected and qualified, and need not
be shareholders of the Company or residents of the State of Nevada. Directors
may receive compensation for their services as determined by the Board of
Directors. See "Compensation of Directors." Pursuant to the Bylaws of the
Company, the Board of Directors may, by resolution and from time to time,
designate the number of members of the Board. Presently, the Board consists of
two (2) members, namely Mr. Vincent Rinehart and Mr. Scott A. Presta. All of
the above-mentioned directors have chosen to stand for re-election and have been
nominated for re-election by the Board.

The Board of Directors has instructed the President to explore additional
candidates to be added to the Board. No candidates have been identified at this
time.

Voting for the election of directors is non-cumulative, which means that a
simple majority of the shares voting may elect all of the directors. Each share
of common stock is entitled to one (1) vote and, therefore, has a number of
votes equal to the number of authorized directors. The outstanding shares of
Series C Convertible Preferred Stock are not entitled to vote.

Although management of the Company expects that each of the following
nominees will be available to serve as a director, in the event that any of them
should become unavailable prior to the shareholders meeting, a replacement will
be appointed by a majority of the then-existing Board of Directors. Management
has no reason to believe that any of its nominees, if elected, will be
unavailable to serve. All nominees are expected to serve until the 2002 annual
shareholders meeting or until their successors are duly elected and qualified.

NOMINEES FOR ELECTION AS DIRECTOR

The following table sets forth certain information with respect to persons
nominated by the Board of Directors of the Company for election as Directors of
the Company and who will be elected following the annual shareholders meeting:

Name Age Position(s)
---- --- -----------

Scott A. Presta 29 Director

Vincent Rinehart 51 Director, President,
Chief Executive Officer, and
Principal Accounting Officer

Mr. Presta has been a director of the Company since April 12, 2000. A
former member of the National Association of Securities Dealers, Inc., he was
the licensed General Securities Principal of Pacific Coast Financial Services,
Inc., ("Pacific Coast"), a brokerage firm in Long Beach, California, from
October of 1993 through November of 1995. Following his tenure with the
brokerage firm, Mr. Presta formed a series of companies that were involved in
the real estate and oil and gas industries, one of which, Titus, was acquired by
the Company. Mr. Presta attended California State University Long Beach from
1989 through spring of 1992, when he became employed by Pacific Coast.

Mr. Rinehart has been a director and the President and Chief Executive
Officer of the Company since April 12, 2000. He also serves in the following
capacities: Chairman of the Board and Chief Executive Officer of AMRES
(commencing in 1997); Chief Executive Officer of BravoRealty.com, Expidoc.com,
and Anza Properties; Chief Executive Officer of Firstline Mortgage, Inc., a
HUD-approved originator of FHA, VA, and Title 1 loans (commencing in 1985); and
Chairman of the Board of Firstline Relocation Services, Inc., a three office
enterprise that provides real estate sales, financing, destination, and
departure services to Fortune 500 companies (commencing in 1995). Mr. Rinehart
received his B.A. in Business Administration from California State University at
Long Beach in 1972.

COMPENSATION OF DIRECTORS

Directors of the Company receive no compensation as a Director but they
are entitled to reimbursement for their travel expenses. The Company does not
pay additional amounts for committee participation or special assignments of the
Board of Directors.

BOARD MEETINGS AND COMMITTEES

During the fiscal year ended April 30, 2001, the Board of Directors met on
20 occasions and took written action on numerous other occasions. All the
members of the Board attended the meetings. The written actions were by
unanimous consent.

The Company presently has no executive committee, nominating committee or
audit committee of the Board of Directors.

PROPOSAL TWO
AMENDMENT TO THE ARTICLES OF INCORPORATION

On October 26, 2001, the Board of Directors of the Company approved,
declared it advisable and in the Company's best interests and directed that
there be submitted to the holders of a majority of the Company's common stock
for action by written consent the proposed amendment to Article 1 of the
Company's Articles of Incorporation to change the name of the Company to Anza
Capital, Inc. A copy of the proposed amendment has been attached hereto as
Exhibit A.

The Board of Directors believes that it is advisable and in the Company's
best interests to change the name in order to more accurately reflect changes in
the Company's business focus and changes in management.

PROPOSAL THREE
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS

The Board of Directors has appointed McKennon Wilson & Morgan LLP,
independent auditors, to audit the consolidated financial statements of the
Company for the fiscal year ending April 30, 2002 and seeks ratification of such
appointment. In the event of a negative vote on such ratification, the Board of
Directors will reconsider its appointment.

Representatives of McKennon Wilson & Morgan LLP are expected to be present
at the Annual Meeting, will have the opportunity to make a statement if they
desire to do so, and are expected to be available to respond to appropriate
questions.

Audit Fees:

During the fiscal year ended April 30, 2001, McKennon Wilson & Morgan LLP
billed the Company approximately $79,000 in fees for professional services
rendered in connection with the Company's audit. Of this amount, $39,000 was
for performing the audit of the Company's annual financial statements, $15,000
was for reviewing the Company's quarterly financial statements included in its
quarterly reports on Form 10-QSB for the fiscal year then ended, and $25,000 was
for services related to the Company's Registration Statement on Form S-1.

Financial Information Systems Design and Implementation Fees:

During the fiscal year ended April 30, 2001, the Company did not engage
McKennon Wilson & Morgan LLP to provide advice regarding financial information
systems design and implementation.

All Other Fees:

During the fiscal year ended April 30, 2001, McKennon Wilson & Morgan LLP
billed the approximately $6,000 for professional services related to tax
planning and preparation of returns.

The Company does not have an audit committee, however, the Company's Board
of Directors has considered whether the services provided by McKennon Wilson &
Morgan LLP in connection with the Other Fees is compatible with maintaining the
independence of McKennon Wilson & Morgan LLP.

PROPOSAL FOUR
RATIFICATION OF EXECUTIVE COMPENSATION,
GLOBAL SETTLEMENT, AND BRIDGE FINANCING TRANSACTIONS

The Board of Directors has authorized and approved the following
transactions, and seeks ratification of such approvals.

EXECUTIVE COMPENSATION

On July 1, 2001, e-Net entered into an Employment Agreement with Vincent
Rinehart. Under the terms of the agreement, the Company is to pay to Mr.
Rinehart a salary equal to $275,000 per year, subject to an annual increase of
10% commencing January 1, 2002, plus an automobile allowance of $1,200 per month
and other benefits, including life insurance. The agreement is for a term of
five years and provides for a severance payment in the amount of $500,000 and
immediate vesting of all stock options in the event his employment is terminated
for any reason, including cause. Mr. Rinehart was granted options to acquire
2,500,000 shares of e-Net common stock at the closing price on the date of the
agreement, which shall vest over a three year period. The number of shares to
be acquired upon exercise of the options shall not be adjusted for a stock
split, and is limited to both a maximum value of $1,900,000, and 20% of the
outstanding common stock of the Company.

GLOBAL SETTLEMENT

On June 26, 2001, e-Net entered into a settlement agreement with EMB
Corporation, AMRES Holding LLC, Vincent Rinehart, and Williams de Broe (the
"Global Settlement"). As part of the Global Settlement:

(i) e-Net issued to EMB 1,500,000 shares of restricted common
stock as consideration for EMB's waiver of its registration rights for
7,500,000 shares of e-Net common stock already held by EMB. e-Net issued to
EMB a promissory note in the principal amount of $103,404.

(ii) e-Net issued to Williams de Broe ("WdB") 3,000,000 shares of
restricted common stock as consideration for WdB's release of all claims
against e-Net arising under the purported guarantee of EMB's obligation to
WdB by e-Net. e-Net received relief of debt to EMB in the amount of
$624,766.

(iii) e-Net issued to AMRES Holdings, an entity owned by Vincent
Rinehart, a convertible note in the principal amount of $485,446.

BRIDGE FINANCING

On June 27, 2001, the Company entered into an Investment Agreement and
related documents with Laguna Pacific Partners, LLP. Under the terms of the
agreements, in exchange for $225,000 received by the Company from Laguna
Pacific, the Company

(i) executed a promissory note in favor of Laguna Pacific in the
principal sum of $200,000, bearing interest at the rate of 7% per annum,
secured by all of the assets of the Company, and payable on the earlier of
nine months from its issuance date or the date the Company's common stock
is listed on the NASDAQ Small Cap market, and

(ii) executed a Warrant Agreement which entitled Laguna Pacific to
acquire up to $250,000 worth of e-Net common stock for the total purchase
price of $1.00, calculated at 70% of the closing stock price on the date
immediately preceding the exercise date.

Also on June 27, 2001, in transactions related to the agreements with
Laguna Pacific, the Company formed a wholly-owned subsidiary, Anza Properties,
Inc., a Nevada corporation ("Anza") capitalized with $75,000 from the proceeds
of the bridge loan, which

(i) executed a Bond Term Sheet with e-Net outlining the proposed
terms of an offering to raise up to $5,000,000.

(ii) entered into an Employment Agreement with Thomas Ehrlich
beginning thirty days from the date of the agreement and ending upon the
earlier to occur of the liquidation of the real estate portfolio to be
owned by Anza or the completion of a NASDAQ Small Cap listing by e-Net. The
Employment Agreement provides for a salary of $20,000 per month, payable
only by Anza and specifically not guaranteed of e-Net. Mr. Ehrlich will
serve as Anza's Vice President and will be a director thereof. In
connection with the Employment Agreement, e-Net executed a Stock Option
Agreement which entitled Ehrlich to acquire up to 2,000,000 shares of e-Net
common stock at the closing price on the date of the Option Agreement,
vesting equally over the 12 months following the date of the Employment
Agreement, and exercisable only in the event Anza is successful in raising
a minimum of $2,000,000 in a contemplated $5,000,000 bond offering, and the
holders thereof converting at least $2,000,000 of the bonds into equity of
e-Net (any amounts less than $2,000,000 will be applied, pro-rata, to the
total options exercisable under the Option Agreement).

(iii) entered into a Consulting Agreement with Lawrence W. Horwitz to
provide services to Anza. The Consulting Agreement provides for
compensation of $20,000 to be paid on its date of execution, and $5,000 per
month for eight months beginning September 1, 2001, guaranteed by e-Net. In
addition, e-Net executed a Stock Option Agreement which entitled Horwitz to
acquire up to 1,000,000 shares of e-Net common stock on terms identical to
those of Ehrlich, described above.

(iv) entered into an Operating Agreement with e-Net concerning the
operations of Anza Properties, Inc.

PROPOSAL FIVE
RATIFICATION OF ACQUISITION STRATEGY

The Board of Directors has authorized and instructed the President of the
Corporation to seek acquisition candidates, and seeks ratification of such
instructions. The acquisition strategy is anticipated to focus initially on
financial service providers, such as credit reporting, appraising, banking, and
insurance. Candidates outside these industries will be considered on a
case-by-case basis.

OTHER INFORMATION

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the names and ages of the current directors
and executive officers of the Company, the principal offices and positions with
the Company held by each person and the date such person became a director or
executive officer of the Company. The executive officers of the Company are
elected annually by the Board of Directors. The directors serve one year terms
until their successors are elected. The executive officers serve terms of one
year or until their death, resignation or removal by the Board of Directors.
Unless described below, there are no family relationships among any of the
directors and officers.

NAME Age Position(s)
--- -----------

Scott A. Presta 29 Director

Vincent Rinehart 51 Director, President, Chief Executive
Officer, and Principal Accounting
Officer

Mr. Rinehart has been a director and the President and Chief Executive
Officer of the Company since April 12, 2000. He also serves in the following
capacities: Chairman of the Board of AMRES (commencing in 1997); Chief Executive
Officer of Firstline Mortgage, Inc., a HUD-approved originator of FHA, VA, and
Title 1 loans (commencing in 1985); and Chairman of the Board of Firstline
Relocation Services, Inc., a three office enterprise that provides real estate
sales, financing, destination, and departure services to Fortune 500 companies
(commencing in 1995). Mr. Rinehart received his B.A. in Business Administration
from California State University at Long Beach in 1972.

EXECUTIVE COMPENSATION

The Summary Compensation Table shows certain compensation information for
services rendered in all capacities for the fiscal years ended April 30, 2001
and 2000. Other than as set forth herein, no executive officer's salary and
bonus exceeded $100,000 in any of the applicable years. The following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

SUMMARY COMPENSATION TABLE

Annual Compensation Long Term Compensation
------------------------------------------ ------------------------------------------

Awards Payouts
------------------------- --------------
RESTRICTED SECURITIES
NAME AND OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION SALARY BONUS COMPENSATION AWARDS OPTIONS PAYOUTS COMPENSATION
YEAR ($) ($) ($) ($) SARS(#) ($) ($)

Vincent Rinehart, 2001 180,697.18 -0- 17,364.36 -0- -0- -0- -0-
President (1)
2000

Scott Presta (2). . . . . 2001 -0- -0- -0- -0- -0- -0- -0-

2000 35,000 -0- -0- -0- -0- -0- -0-

(1) In April of 2000, Mr. Rinehart was appointed Chief Executive
Officer and President of the Company.

(2) Mr. Presta did not receive compensation from the Company in any
years represented. However, he did receive wages totaling $35,000 in 2000
for services performed at American Residential Funding.

OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)

NUMBER OF SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS/SAR'S GRANTED
OPTIONS/SAR'S GRANTED TO EMPLOYEES IN EXERCISE OF BASE PRICE
NAME (#) FISCAL YEAR ($/SH) EXPIRATION DATE

----------------------------------------------------------------------------------------------------------------

Vincent Rinehart -0- N/A N/A N/A

Scott Presta -0- N/A N/A N/A

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
----------------------------

NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-
SECURITIES UNDERLYING MONEY OPTION/SARS
SHARES ACQUIRED ON OPTIONS/SARS AT FY-END (#) AT FY-END ($)
NAME EXERCISE (#) VALUE REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
------------------------------------------------------------------------------------------------------------------------

Vincent Rinehart -0- N/A N/A N/A

Scott Presta -0- N/A N/A N/A

COMPENSATION OF DIRECTORS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective March 1, 1999, the Company acquired e-Net Mortgage Corporation, a
Nevada corporation ("e-Net Mortgage"), and City Pacific International, U.S.A.,
Inc., a Nevada corporation ("City Pacific"). Pursuant to the Share Exchange
Agreement and Plan of Reorganization dated March 1, 1999, regarding e-Net
Mortgage, its shareholders received 2,000,000 shares of Common Stock of the
Company in exchange for all of the issued and outstanding stock of e-Net
Mortgage, which became a wholly owned subsidiary of the Company. Pursuant to
the Share Exchange Agreement and Plan of Reorganization, dated March 1, 1999,
regarding City Pacific, its shareholders received 500,000 shares of Common Stock
of the Company in exchange for all of the issued and outstanding stock of City
Pacific, which became a wholly owned subsidiary of the Company. Effective as of
that date, Michael Roth, who had owned 100% of e-Net Mortgage, became Chairman,
CEO, President, a director, and the owner of 44% of the common stock of the
Company. Also effective as of that date, Al Marchi, who had owned 100% of City
Pacific, became a director and the owner of 11% of the outstanding common stock
of the Company. Following this transaction, the Company entered into a series
of acquisitions as part of its strategy of horizontal market penetration and in
an effort to increase revenues.

On November 29, 1999, the Company issued Paul Stevens 250,000 shares of its
Common Stock in exchange for Mr. Stevens' transfer to the Company of 500,000
shares of Common Stock of EMB Corporation ("EMB") that he owned (the "Stevens
EMB Shares"). On December 21, 1999, and in connection with that exchange, the
Company entered into agreements with Digital Integrated Systems, Inc. ("DIS"),
and EMB to acquire their respective 50% interests in VPN.COM JV Partners, a
Nevada joint venture ("VPN Partners") involved in vertically integrated
communications systems. In consideration of the purchase of the interests, the
Company issued a one-year promissory note to DIS in the amount of $145,000 (the
"DIS Note") and tendered to EMB the Stevens EMB Shares. At the time of such
transactions, Mr. Stevens was the sole owner of DIS and the President and Chief
Executive Officer of VPN Partners. Upon closing of the acquisitions, VPN
Partners was integrated with VPNCOM.Net, Inc. (previously known as City
Pacific), the other communications entity then owned by the Company. At the time
of the transaction, our management believed that VPN Partners and Mr. Stevens
would contribute materially to the planned expansion of the Company.

On January 12, 2000, as revised on April 12, 2000, the Company entered into
an agreement (the "Amended and Restated Purchase Agreement") with EMB to acquire
two of its wholly owned subsidiaries, namely American Residential Funding, Inc.,
a Nevada corporation ("AMRES"), and Bravo Real Estate, Inc., a California
corporation ("Bravo Real Estate"). At the time of the acquisition, AMRES was the
principle operating company of EMB, and EMB had previously acquired AMRES from
AMRES Holding LLC ("AMRES Holding"), a company controlled by Vincent Rinehart
(now an officer and director of the Company) and in which Mr. Rinehart currently
holds his e-Net common stock, in exchange for EMB common stock. The purpose of
the acquisition was to acquire market share, revenues, and certain key
management personnel. The Company also acquired all of EMB's rights to acquire
Titus Real Estate LLC, a California limited liability company ("Titus Real
Estate") from its record owners. Titus Real Estate is the management company for
Titus Capital Corp., Inc., a California real estate investment trust (the "Titus
REIT"), in which the Company has no ownership interest. Titus REIT currently
holds 10 apartment buildings in Long Beach, California, six of which are in
escrow to be sold.

On February 11, 2000, the Company executed a purchase agreement (the "Titus
Purchase Agreement") for the acquisition of Titus Real Estate and issued 100,000
shares of its Class B Convertible Preferred Stock (the "B Preferred") to AMRES
Holding/Rinehart, and 300,000 shares of its Common Stock to Scott A. Presta, in
their capacities as the owner-members of Titus Real Estate. Mr. Rinehart and Mr.
Presta were not, at the time, otherwise affiliated with the Company in any way,
but both became members of Management in April 2000 (see Item 9). Upon closing,
Titus Real Estate became a wholly owned subsidiary of the Company. Management
had hoped that the acquisition of Titus Real Estate would increase the Company's
overall revenue stream. The Company took a charge for impairment of goodwill in
the amount of $1,155,057 in the fourth quarter 2000 with respect to its
investment in Titus Real Estate.

On February 14, 2000, in our continuing efforts to expand, the Company
acquired all of the common stock of LoanNet Mortgage, Inc., a Kentucky
corporation ("LoanNet"), a mortgage broker with offices in Kentucky and Indiana.
Pursuant to the Stock Purchase Agreement dated February 14, 2000, the Company
issued 250,000 shares of its Common Stock to the selling shareholders of
LoanNet, which became a wholly-owned subsidiary of the Company. As of the
closing of the transaction, LoanNet also had 400 shares outstanding of 8%
non-cumulative, non-convertible preferred stock, the ownership of which has not
changed. The preferred stock is redeemable for $100,000. As of February 28,
2001, all three LoanNet offices have been closed. The Company took a charge for
impairment of goodwill in the amount of $1,985,012 in the fourth quarter 2000
with respect to its investment in LoanNet.

On March 1, 2000, the Company sold VPNCOM.Net, Inc., which had proven to be
unprofitable and inconsistent with the Company's changing business structure, to
Al Marchi, its then-President. The sales consideration consisted of his 30-day
promissory note in the principal amount of $250,000 (paid in full on April 15,
2000), the assumption of the DIS Note, and the return of 250,000 shares of
Company Common Stock owned by him.

On March 17, 2000, the Company acquired all of the common stock of
ExpiDoc.com, Inc., a California corporation ("ExpiDoc"). ExpiDoc is an
Internet-based, nationwide notary service, with over 6,500 affiliated notaries,
that provides document signing services for various mortgage companies. Pursuant
to the Stock Purchase Agreement dated February 14, 2000, the Company issued
24,000 shares of Common Stock of the Company to the selling shareholders of
ExpiDoc, which became a wholly owned subsidiary of the Company. As of the
closing of the acquisition, the Company entered into management and consulting
agreements with ExpiDoc's owners and management, including Mr. Rinehart and Mr.
Presta. Mr. Rinehart and Mr. Presta were not, at the time, otherwise affiliated
with the Company in any way, but both became members of Management in April
2000.

On April 12, 2000, the Company closed the acquisition of AMRES and Bravo
Real Estate. Pursuant to the Amended and Restated Purchase Agreement, the
Company issued 7.5 million shares of Common Stock to EMB, representing nearly
40% of the then issued and outstanding common stock of the Company, paid
$1,595,000, and issued a promissory note in the initial amount of $2,405,000,
and AMRES and Bravo Real Estate became wholly owned subsidiaries of the Company.
As of April 30, 2001, the remaining principal balance of the promissory note was
$1,055,000, and the note was cancelled in its entirety effective June 27, 2001.
On April 12, 2000, James E. Shipley, the former CEO of EMB, was elected Chairman
of the Board of Directors of the Company and Vincent Rinehart was elected a
Director, President, and Chief Executive Officer of the Company. Bravo Real
Estate never commenced operations, had no assets, and is no longer an operating
subsidiary.

Mr. Shipley was the CEO, President, and a less than 5% owner of EMB at the
time of the sale of AMRES and Bravo from EMB to e-Net. Mr. Shipley resigned as
Chairman of EMB and became Chairman of e-Net in April 2000, and resigned as an
officer of e-Net in December 2000.

Mr. Rinehart was never an officer or director of EMB, but was the owner of
2,000,000 shares of EMB common stock, making him an approximate 10% owner of EMB
at the time of the sales in April 2000, and continues as an officer and director
of the Company (e-Net) and as an officer of all wholly-owned subsidiaries of the
Company.

On April 12, 2000, in accordance the provisions of the Certificate of
Designations, Preferences and Rights of Class B Convertible Preferred Stock,
AMRES Holding/Rinehart demanded that its B Preferred be repurchased by the
Company for an aggregate of one million dollars. On April 20, 2000, the Company,
AMRES Holding/Rinehart, and Mr. Presta amended the Titus Purchase Agreement to
provide for the return of 100,000 shares of the Company's preferred stock issued
to AMRES Holdings and Mr. Presta upon the issuance of 1,000,000 shares of common
stock to them.

On May 24, 2000, Michael Roth and Jean Oliver, the sole remaining officers
and directors of prior management, resigned their remaining positions with the
Company. On that date, Mr. Presta, an executive officer and director of Titus
Real Estate, was elected a Director and Secretary of the Company.

On April 13, 2000, Mr. Shipley loaned the Company $300,000 due April 12,
2001, together with interest at 10% per annum. This loan was satisfied by the
issuance of 150,000 shares of common stock to Mr. Shipley on or about April 25,
2001. Based on a press release by EMB, effective July 25, 2001, James E. Shipley
again became the Chief Executive Officer of EMB.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of October 29, 2001, certain information
with respect to the Company's equity securities owned of record or beneficially
by (i) each Officer and Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all Directors and Executive Officers as a group.

Common Stock
------------

Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner (1) Beneficial Ownership of Class(2)
-------------- ---------------------- --------------------- -----------

Common
Stock Vincent Rinehart 1,067,500 2.6%

Common
Stock Scott A. Presta 115,000 0.3%

Common American Residential Funding,
Stock Inc. (AMRES) (3) 2,750,000 6.7%

Common EMB Corporation (4) 9,000,000 21.9%
Stock 10159 E. 11th Street, Suite 415
Tulsa, Oklahoma 74128

Common Willbro Nominees Ltd. (5) 3,000,000 7.3%
Stock 6 Broadgate
London, EC2M-2RP England

Common All officers and directors as a group 1,182,500 2.9%
Stock (2 persons)

(1) Unless otherwise noted, the address of each beneficial owner is c/o
e-Net Financial.com Corporation, 3200 Bristol Street, Suite 700, Costa
Mesa, California 92626.

(2) Based on 41,126,543 shares outstanding as of October 29, 2001.

(3) In May 2001, the Company issued 2,500,000 shares of common stock to
its subsidiary, American Residential Funding, Inc., in order to
appropriately capitalize AMRES. In April of 2000, the Company issued
250,000 shares of common stock to AMRES.

(4) To the best knowledge of the Company, these shares are under the
control of the board of directors of EMB. Includes 1,500,000 shares issued
to EMB as part of the Global Settlement. Vincent Rinehart is a shareholder
of EMB. Vincent Rinehart holds a limited proxy for all of these shares
until December 31, 2001.

(5) These shares were issued as part of the Global Settlement involving
Williams de Broe.

Preferred Stock
---------------

Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
---------------- ------------------- --------------------- ---------

Series C Cranshire Capital, L.P. 6,531 (1) 36.3%
Preferred c/o Downsview Capital, Inc.
666 Dundee Road, Suite 1901
Northbrook, Illinois 60062

Series C EURAM Cap Strat. "A" Fund Limited 4,431 (1) 24.6%
Preferred c/o JMJ Capital, Inc.
666 Dundee Road, Suite 1901
Northbrook, Illinois 60062

Series C Keyway Investments, Ltd 4,531 (1) 25.2%
Preferred 19 Mount Havlock
Douglas, Isle of Man
United Kingdom 1M1 2QG

Series C The dotCom Fund, LLC
Preferred 666 Dundee Road, Suite 1901
Northbrook, Illinois 60062 2,491 (1) 13.9%

Series C All officers and directors as a group -0- -0-%
Preferred (2 persons)

(1) In April 2000, the Company issued 20,000 shares of Series C
Convertible Preferred Stock, (the "C Preferred") for $1,775,000, net of
fees of $225,000 in a private placement. As additional consideration, the
Company issued warrants to purchase 151,351 shares of the Company's common
stock at an initial exercise price of $6.73 per share. The C Preferred has
a liquidation value of $2,000,000 and the holder is entitled to receive
cumulative dividends at an annual rate of $7.00 per share (7% per annum),
payable semi-annually. The C Preferred is convertible, at any time at the
option of the holder, into shares of the Company's common stock at a price
equal to the lesser of (a) $6.91 per share or (b) 95% of the average
closing bid price of the Company's common stock during the five trading
days preceding the conversion after 150 days to 85% of the average closing
bid price of the common stock during the five trading days immediately
preceding such conversion after 240 days. The longer the C Preferred is
held the greater discount on conversion into common stock. In the event the
holders of C Preferred have not elected to convert at the time of mandatory
conversion, the C Preferred will convert at an amount equal to 85% of the
purchase price of the holder's C Preferred plus an amount equal to accrued
and unpaid dividends, if any, up to and including the date fixed for
redemption, whether or not earned or declared. As of July 13, 2001, 2,016
shares of Series C Preferred have been converted into 4,666,663 shares of
e-Net common stock, leaving 17,984 shares outstanding.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own more than
ten percent of a registered class of the Company's equity securities to
file with the SEC initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company.
Officers, directors and greater than ten percent shareholders are required
by SEC regulations to furnish the Company with copies of all Section 16(a)
forms they file.

To the Company's knowledge, none of the required parties are
delinquent in their 16(a) filings.

SHAREHOLDER PROPOSALS

Any shareholder desiring to submit a proposal for action at the 2002 Annual
Meeting of Shareholders and presentation in the Company's Information or Proxy
Statement with respect to such meeting should arrange for such proposal to be
delivered to the Company's offices, 3200 Bristol Street, Suite 700, Costa Mesa,
California 92626, addressed to the corporate Secretary, no later than July 15,
2002 in order to be considered for inclusion in the Company's Information or
Proxy Statement relating to the meeting. Matters pertaining to such proposals,
including the number and length thereof, eligibility of persons entitled to have
such proposals included and other aspects are regulated by the Securities
Exchange Act of 1934, Rules and Regulations of the Securities and Exchange
Commission and other laws and regulations to which interested persons should
refer. The Company anticipates that its next annual meeting will be held in
December 2002.

On May 21, 1998, the Securities and Exchange Commission adopted an
amendment to Rule 14a-4, as promulgated under the Securities and Exchange Act of
1934, as amended. The amendment to Rule 14a-4(c)(1) governs the Company's use
of its discretionary proxy voting authority with respect to a shareholder
proposal which is not addressed in the Company's proxy statement. The new
amendment provides that if a proponent of a proposal fails to notify the Company
at least 45 days prior to the month and day of mailing of the prior year's proxy
statement, then the Company will be allowed to use its discretionary voting
authority when the proposal is raised at the meeting, without any discussion of
the matter in the proxy statement.

OTHER MATTERS

The Company has enclosed a copy of the Annual Report on Form 10-KSB to
Shareholders for the year ended April 30, 2001 with this Information Statement.

By order of the Board of Directors

/s/ Vincent Rinehart
______________________________________
Vincent Rinehart, President

Costa Mesa, California
November 9, 2001

EXHIBIT A

CERTIFICATE OF AMENDMENT

ARTICLES OF INCORPORATION

E-NET FINANCIAL.COM CORPORATION

The undersigned being the President and Secretary of e-Net Financial.Com
Corporation, a Nevada Corporation, hereby certify that by unanimous written
consent of the Board of Directors on October 26, 2001 and majority written
consent of the stockholders on October 29, 2001, it was voted that this
Certificate of Amendment of Articles of Incorporation be filed.

The undersigned further certify that ARTICLE "TWO" of the Articles of
Incorporation, originally filed on August 18, 1988, and as amended,
is amended to read as follows:

"The name of this corporation is Anza Capital, Inc."

The undersigned hereby certify that they have on this ___th day of
December, 2001 executed this Certificate amending the Articles of Incorporation
heretofore filed with the Secretary of State of Nevada.

_______________________________
Vincent Rinehart, President

_______________________________
Vincent Rinehart, Secretary