Edgar Filing: E-NET FINANCIAL COM CORP

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

THIRD AMENDED
FORM 10-QSB/A

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JULY 31, 2001

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

For the transition period from _______________ to _______________.

COMMISSION FILE NUMBER O-24512

ANZA CAPITAL, INC.
(Exact name of registrant as specified in its charter)

NEVADA 88-1273503
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3200 BRISTOL STREET, SUITE 700
COSTA MESA, CA 92626
(Address of principal executive offices) (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (714) 866-2100

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. As of September 13, 2001,
there were 38,526,547 shares of common stock issued and outstanding.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
(check one):

Yes _____ No __X__

ANZA CAPITAL, INC.

TABLE OF CONTENTS
-----------------

PART I

Item 1 Financial Statements

Item 2 Management's Discussion and Analysis or Plan of Operations

PART II

Item 1 Legal Proceedings

Item 2 Changes in Securities and Use of Proceeds

Item 3 Defaults Upon Senior Securities

Item 4 Submission of Matters to a Vote of Security Holders

Item 5 Other Information

Item 6 Exhibits and Reports on Form 8-K

PART I

EXPLANATORY NOTE

In response to comments from the United States Securities and Exchange
Commission, Anza Capital, Inc. has restated its Quarterly Statement on Form
10-QSB. This Quarterly Statement is for the quarter ended July 31, 2001, was
originally filed with the Commission on September 19, 2001, and was amended on
February 27, 2002 and again on March 5, 2002. Effective on January 2, 2002, the
Company changed its name from e-Net Financial.com Corporation to Anza Capital,
Inc. References throughout this Quarterly Statement are accurate as of the date
originally filed, and other than on the front page, references to the Company as
e-Net Financial.com Corporation have been left as originally drafted. The
Company has not undertaken to update all of the information in this Quarterly
Report, but instead has updated only those areas requested by the Commission.
Please read all of the Company's filings with the Commission in conjunction with
this Quarterly Report.

This Quarterly Report includes forward-looking statements within the meaning of
the Securities Exchange Act of 1934 (the "Exchange Act"). These statements are
based on management's beliefs and assumptions, and on information currently
available to management. Forward-looking statements include the information
concerning possible or assumed future results of operations of the Company set
forth under the heading "Management's Discussion and Analysis of Financial
Condition or Plan of Operation." Forward-looking statements also include
statements in which words such as "expect," "anticipate," "intend," "plan,"
"believe," "estimate," "consider" or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties and assumptions. The Company's future results and
shareholder values may differ materially from those expressed in these
forward-looking statements. Readers are cautioned not to put undue reliance on
any forward-looking statements.

ITEM 1 FINANCIAL STATEMENTS

E-NET FINANCIAL.COM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET

July 31, 2001
---------------
ASSETS
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . $ 431,487
Accounts receivable, net of allowance for doubtful
accounts of $74,123 . . . . . . . . . . . . . . . . . . . . . . . . 598,752
Loans held for sale. . . . . . . . . . . . . . . . . . . . . . . . 1,454,025
Advances to employees. . . . . . . . . . . . . . . . . . . . . . . 110,000
Prepaid and other current assets . . . . . . . . . . . . . . . . . 65,594
---------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . 2,659,858

Property and equipment, net of accumulated depreciation of $83,386 97,511
Goodwill, net of accumulated amortization
and impairments of $1,385,049 . . . . . . . . . . . . . . 425,247
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,807
---------------
$ 3,194,423
===============
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . $ 500,363
Warehouse line of credit . . . . . . . . . . . . . . . . . . . . . 1,414,762
Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . 120,966
Commissions payable. . . . . . . . . . . . . . . . . . . . . . . . 484,903
Short term notes payable . . . . . . . . . . . . . . . . . . . . . 221,494
---------------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . 2,742,488

Convertible notes payable to related parties. . . . . . . . . . . . 531,627
Interest payable on notes to related parties. . . . . . . . . . . . 5,485
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 1,088
---------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 3,280,688
---------------

Stockholders' deficit:
Class C convertible preferred stock, no par value;
liquidation value of $100.00 per share;
17,984 shares issued and outstanding. . . . . . . . . . . . . . . . 1,798,400
Common stock, $0.001 par value; 100,000,000 shares
authorized; 32,509,884 issued and 29,759,884 outstanding. . . . . . 35,922
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . 12,049,828
Accumulated deficit. . . . . . . . . . . . . . . . . . . . . . . . (13,917,915 )
Deferred stock compensation. . . . . . . . . . . . . . . . . . . . (52,500)
---------------
Total stockholders' deficit . . . . . . . . . . . . . . . . . . . . ( 86,265)
---------------
$ 3,194,423
===============

E-NET FINANCIAL.COM CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

Three Three
Months Ended Months Ended
July 31, 2000 July 31, 2001
--------------- ---------------

Revenues:
Broker commissions. . . . . . . . . . . . . . . . 2,269,590 4,880,634
Other . . . . . . . . . . . . . . . . . . . . . . 96,372 165,396
--------------- ---------------
2,365,962 5,046,030
--------------- ---------------

Cost and expenses:
Commissions . . . . . . . . . . . . . . . . . . . . 1,701,606 3,421,315
--------------- ---------------

Gross profit. . . . . . . . . . . . . . . . . . . . 664,356 1,624,715

Operating expenses:
General and administrative. . . . . . . . . . . . . 971,632 1,377,910
Consulting fees . . . . . . . . . . . . . . . . . . 519,290 410,795
Non-recurring loss on settlements . . . . . . . . . - 61,494
--------------- ---------------
Total costs and expenses. . . . . . . . . . . . . 1,490,922 1,850,199
--------------- ---------------

Operating loss. . . . . . . . . . . . . . . . . . . (826,566) ( 225,484)

Interest expense . . . . . . . . . . . . . . . . . . (47,342) (43,470)
Other income (expense), net. . . . . . . . . . . . . 73,755 6,432
--------------- ---------------

Net loss. . . . . . . . . . . . . . . . . . . . . $ (800,153) $ (262,522)
=============== ===============

Basic and diluted net loss per share of common stock $ (0.04) $ (0.01)
=============== ===============

Weighted average common shares outstanding . . . . . 20,418,454 26,414,775
=============== ===============

E-NET FINANCIAL.COM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Three Months
Ended Ended
July 31, 2000 July 31, 2001
--------------- ---------------
Cash flows from operating activities:
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (800,153) $ (262,522)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, and amortization of bridge loan issue costs . . . . . . . . . 154,205 5,001
Non-recurring loss on settlements . . . . . . . . . . . . . . . . . . . . . - 61,494
Stock compensation to consultants . . . . . . . . . . . . . . . . . . . . . 228,620 320,473
Amortization of discounts on loans. . . . . . . . . . . . . . . . . . . . . - 14,108
Amortization of deferred stock compensation . . . . . . . . . . . . . . . . - 80,439
Changes in operating assets and liabilities:
Increase in accounts receivable, net. . . . . . . . . . . . . . . . . . . (81,735) (134,628)
Increase in loans held for sale . . . . . . . . . . . . . . . . . . . . . - (1,096,675)
Decrease in other current assets. . . . . . . . . . . . . . . . . . . . . 802 18,510
Increase in due from employees. . . . . . . . . . . . . . . . . . . . . . - (44,750)
Decrease in accounts payable. . . . . . . . . . . . . . . . . . . . . . . (103,457) (23,776)
Increase in commissions payable . . . . . . . . . . . . . . . . . . . . . - 224,590
Increase (decrease) accrued liabilities . . . . . . . . . . . . . . . . . 173,129 (85,056)
Increase in other liabilities . . . . . . . . . . . . . . . . . . . . . . 11,422 -
--------------- ---------------

Net cash used in operating activities . . . . . . . . . . . . . . . . . . . (417,167) (922,792)
--------------- ---------------

Cash flows from investing activities:
Increase in other assets. . . . . . . . . . . . . . . . . . . . . . . . . . (59,489) -
Acquisitions of property and equipment. . . . . . . . . . . . . . . . . . . (11,227) (12,527)
Issuance (repayment) of note
receivable to related party . . . . . . . . . . . . . . . . . . . . . . . 41,163 -
--------------- ---------------

Net cash provided by (used in) investing activities . . . . . . . . . . . . (29,553) (12,527)
--------------- ---------------

Cash flows from financing activities:
Payments on notes payable to related parties. . . . . . . . . . . . . . . . (1,386,536) -
Proceeds from issuance of bridge loan . . . . . . . . . . . . . . . . . . . - 200,000
Advances from warehouse line of credit. . . . . . . . . . . . . . . . . . . - 1,073,920
Proceeds from private placement . . . . . . . . . . . . . . . . . . . . . . 1,699,973 -
--------------- ---------------

Net cash provided by financing activities . . . . . . . . . . . . . . . . . 313,437 1,273,920
--------------- ---------------

Net increase (decrease) in cash. . . . . . . . . . . . . . . . . . . . . . . (133,283) 338,601
Cash at beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . 285,583 92,886
--------------- ---------------

Cash at end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 152,300 $ 431,487
=============== ===============

E-NET FINANCIAL.COM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CON'T)

Non - cash financing activities:

Debt reduction through the issuance of common stock . . . . . . . . . . . . .$ - $ 459,000
=============== ===============

Warrants issued for bridge-loan issue costs . . . . . . . . . . . . . . . . - 132,345
=============== ===============

Conversion of C-Preferred to common stock . . . . . . . . . . . . . . . . . . - 515,925
=============== ===============

Supplemental cash flow information:

Cash paid for interest and income taxes was not significant during the periods presented

NOTES TO INTERIM FINANCIAL STATEMENTS

The Company restated its consolidated statement of operations for the three
months ended July 31, 2001, for the correction of certain errors resulting from
errors in the financial statements. The effects of the Company's restatement on
their results of operations for 2002 are as follows:

Net Loss Net Loss
Per Share
------------ ------------
Net loss, as previously reported $ (280,984) $ (0.01)

Adjustments reduce loss (increase loss):

Decrease in interest expense relating to
amortization of the Laguna warrants 25,064 -
Reduce non-recurring loss on settlement due
to unrecognized beneficial conversion feature
AMRES Holding note payable 60,681
Interest expense from amortization of the beneficial
conversion feature on AMRES Holding note payable (3,458) -
Accrued general and administrative expenses (56,900) -
Other (6,925) -
----------- ---------
Net Loss as restated $ (262,522) $ (0.01)
=========== =========

Warrants issued with Bridge Loan

During the three months ended July 31, 2001, the Company had incorrectly valued
the warrants granted in connection with Laguna financing using the fair value
method amounting to $321,429 rather then the relative fair value method
amounting to $132,345. The difference in interest expense from amortization of
the warrants using the two different methods totaled $25,064.

Beneficial conversion feature

During the three months ended July 31, 2001, the Company had incorrectly
expensed the entire value of the beneficial conversion feature of the AMRES
Holding note payable of $60,681, to non-recurring loss on settlement rather then
amortize the value of the beneficial conversion feature over the maturity of the
note to interest expense. During the three months ended July 31, 2001, the
Company incurred $3,458 of interest expense from correctly amortizing the value
of the beneficial conversion feature over the maturity of the note payable.

Accrued general and administrative expenses

The Company became aware of certain general and administrative expenses, that
relate to the three months ended July 31, 2001, and accordingly, management
accrued a liability for such expenses in the restated financial statements for
the three months ended July 31, 2001.

NOTE 1. UNAUDITED INTERIM FINANCIAL STATEMENTS

The interim financial data as of July 31, 2001, for the three months ended July
31, 2001 and 2000 are unaudited; however, in the opinion of management, the
interim data includes all adjustments, consisting of normal recurring
adjustments, necessary to present fairly the Company's consolidated financial
position as of July 31, 2001, and the results of their operations and their cash
flows for the three ended July 31, 2001 and 2000. The results of operations are
not necessarily indicative of the operations, which may result for the year
ending April 30, 2002Also, in the opinion of management, all disclosures
required on Form 10-QSB, were fully furnished with exception of the per segment
information required by Statement of Financial Accounting Standards No. 131
(SFAS 131), "Disclosures about Segments of an Enterprise and Related
Information" issued by the Financial Accounting Standards Board (FASB.)
Management omitted this information since this information was not readily
available and due to the lack of resources to compile this information.
However, management determined that the omission of this information is
insignificant to the overall presentation of the Company's financial position
and will provide this information only in the annual financial report in the
Company's Form 10-KSB, as amended.

NOTE 2. EARNINGS PER SHARE

Anti-dilutive securities which are not included in the calculation of dilutive
EPS for the three months ended July 31, 2001 which could be dilutive in future
periods, include the C preferred convertible into approximately 12,151,351
shares of common stock, respectively.

NOTE 3. GLOBAL SETTLEMENT

As part of the acquisition of AMRES, e-Net was obligated to file and prosecute
until completion a registration statement with the Securities and Exchange
Commission for the purpose of registering 7,500,000 shares of e-Net common stock
issued to EMB. Additionally, e-Net was obligated to pay the sum of $4,000,000
under the terms of a promissory note issued to EMB.

In an unrelated transaction, Williams de Broe loaned the sum of $700,000 to EMB,
which remained unpaid at the time of the Global Settlement. In connection with a
revision of the agreement between EMB and Williams de Broe, the then-chairman of
e-Net executed a document on behalf of e-Net in favor of Williams de Broe, which
Williams de Broe believed acted as a guarantee of EMB's obligation. e-Net
disputed this assertion.

In order to settle the outstanding disputes among all the parties, 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. The shares were valued at $0.14 per
share based on a 10% discount from the closing price on the date of the
agreement. The Company will record a settlement expense of $229,500 with regard
to this issuance. e-Net issued to EMB a promissory note in the principal amount
of $103,404, which represents the reduced amount due to EMB by e-Net under a
promissory note previously issued in connection with the AMRES acquisition,
after giving effect to a principal reduction offset for amounts owed by EMB to
Wdb, but which were satisfied by e-Net (see below). The note bears interest at
the rate of 10% per annum and is convertible into common stock of e-Net.

(ii) e-Net issued to Williams de Broe ("WdB") 3,000,000 shares of
restricted common stock valued at $459,000 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. The parties agreed that the amount be credited as
additional consideration to apply to the EMB notes payable.

iii) EMB acknowledges its obligations to pay all outstanding leases
covering equipment and/or furniture now in the possession of e-Net as
contemplated by the agreement.

iv) EMB assigns its rights of a portion of e-Net's note payable
totaling $485,446 to AMRES Holdings LLC, owned by Vincent Rinehart. The note
bears interest at 10% per annum. This note is convertible into shares of common
stock based on 80% of the closing stock price on the date of the conversion.
The Company assigned a value of approximately $54,000 to the beneficial
conversion feature imbedded in this note. The entire principal balance,
together with accrued interest, shall be due and payable, in full, on December
15, 2002.

v) EMB forgave principal and interest totaling $168,006. The balance
of $103,404 convertible notes was issued, bearing interest at 10% per annum.
The note has a mandatory conversion into the Company's common stock on December
15, 2001.

The following reflects the reduction of the note payable to EMB as follows:

Note payable $1,055,000
Accrued interest 160,856
-----------
Total due EMB prior to settlement 1,215,856
Less:
Value of 3,000,000 shares to WdB (459,000)
Payable to AMRES Holdings, LLC (485,446)
Debt and interest relief (168,006)
-----------
Balance due EMB after settlement $ 103,404
=========

The following reflects the portion of the non-recurring charge to operations
associated with the Global Settlement:

Value of 1,500,000 shares to EMB $ 229,500
Debt and interest relief (168,006)
-----------
Total non-recurring loss $ 61,494
=========

NOTE 4. 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. The purpose of this bridge financing was to finance the
proposed start-up of Anza Properties and to provide working capital to the
Company, and

(ii) executed a Warrant Agreement which entitled Laguna Pacific to acquire
up to $225,000 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. The issuance of the warrant was negotiated between
Laguna Pacific and e-Net. The Company is required to allocate the proceeds
received to the value the warrant and the bridge loan using the relative fair
value method and resulting warrant value is reflected as an increase in
additional paid in capital and a corresponding reduction (discount) to the face
value of the note. Management established the fair value based on $225,000 in
common stock, divided by the discount to market of 30% which the holder of the
warrants receive when purchasing the shares of common stock for a computed value
of $321,428. The relative value of the warrant amounted to $132,345, and such
amount is reflected as a discount to the note. The discount on the note will be
amortized over the term of the note (March 27, 2002) using the effective
interest method.

Other than as set forth above, there is no affiliation between the Company and
Laguna Pacific or any of their respective officers or directors.

FORMATION OF ANZA PROPERTIES, INC.

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. The purpose of this offering was to
obtain capital on behalf of Anza Properties to acquire income producing real
estate. This real estate would then provide the Company with improved cash flow
and net worth, on a consolidated basis.

(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). The
options are subject in an anti-dilution provision in the event of future
issuances of common stock or a reverse stock split. The holder in no event can
the option holder own more than 10% of the issued and outstanding common stock
in the event of a reverse stock split. The Company will assess the value of
these options when the contingencies are removed.

(iii) entered into a Consulting Agreement with Lawrence W. Horwitz to
provide legal 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. The options are subject to an anti-dilution
provision in the event of future issuances of common stock or a reverse stock
split. The holder in no event can the option holder own more than 5% of the
issued and outstanding common stock in the event of a reverse stock split. The
Company will assess the value of these options when the contingencies are
removed in accordance with SFAS No. 123.

(iv) entered into an Operating Agreement with e-Net concerning the
operations of Anza Properties, Inc. The Operating Agreement specifies in
material part that Vince Rinehart will be the President of Anza Properties, that
Mr. Rinehart and Mr. Ehrlich will be the directors, that the signatures of both
Mr. Rinehart and Mr. Ehrlich will be required on all checking accounts, and that
the assets of Anza Properties cannot be encumbered without the express written
consent of Mr. Rinehart and Mr. Ehrlich.

The purpose of Anza Properties is primarily to improve the net worth of e-Net by
acquiring income producing real estate. If Anza Properties is successful in
acquiring such properties, its assets would be consolidated with the assets of
e-Net, thereby improving the net worth of e-Net.

NOTE 5. STOCKHOLDERS' EQUITY (DEFICIT)

From time to time, the Company's board of directors authorizes the issuance of
common stock. The Company values shares of common stock based on the closing
ask price of the securities on the date the directors approve such issuance. In
the event the Company issues common stock subject to transferability
restrictions under Rule 144a of the Exchange Act of 1933, the Company discounts
the closing ask prices by 10% to value its common stock transactions.

On June 14, 2001, Class C Preferred stockholders exercised their option and
converted 1,616 shares of Class C Preferred stock into 3,741,671 of the
Company's restricted common stock. Also, on July 13, 2001 an additional 400
shares of the Class C were converted at the option of the shareholders into
924,992 shares of the Company's restricted common stock. The number of shares
received upon conversion was determined based on the conversion discount
specified in the agreement of 20%, taking into account the dividends which were
due on the Class C Preferred shares. No expense was recorded in either
transaction.

In June of 2001, the Company issued 400,000 shares of its restricted common
stock both as payment of a $14,482 liability due an outside consultant and as a
"buy-out" of the remaining guaranteed contract for this consultant who was
providing legal services to the Company. In connection with this transaction,
the Company charged operations $43,118 for the difference between the carrying
value of the liability and the value of the common stock.

On July 2, 2001, the Company issued 325,000 shares of its restricted common
stock valued at $55,575 as a partial satisfaction of a loan payable due an
unrelated party. The original amount of the loan, including interest payable
was $150,000. The Company continues to repay the note in monthly of payments of
$4,350 through May 2, 2002. As of July 31, 2001, $43,000 remained due on the
loan.

At various dates from May 1, 2001 through July 31, 2001, the Company issued
2,400,000 shares of common stock, valued at $390,500 to various consultants.
Consulting services performed during the three months ended July 31, 2001 is
summarized below:

Three Months Ended
July 31, 2001
Costs Shares
Incurred Issued

Financial and Internal Accounting Services $75,750 450,000

Mergers Acquisitions Consulting. . . . . . 191,000 1,125,000

Bravorealty Start-up Costs . . . . . . . . 105,000 700,000

Information Technology Consulting. . . . . 14,000 100,000

Legal Services 4,750 25,000
---------- -----------
Total $ 390,500 2,400,000
========== ===========

Amortization of deferred compensation arrangements was $52,500 during the three
months ended July 31, 2001.

Refer to Notes 2 and 3 for discussion of transactions affecting stockholders'
equity (deficit).

NOTE 6. EMPLOYMENT AGREEMENT

On June 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 per share, which shall vest monthly
over a three- year period. The options are subject to an anti-dilution
provision in the event of future issuances of common stock or a reverse stock
split. The holder in no event can own more than 20% of the issued and
outstanding common stock in the event of a reverse stock split. The options are
exercisable at the fair market value at the date of the grant of $0.08 per
share. Using the variable method in accordance with Accounting Principles Board
Opinion No. 25, no expense was recognized from the issuance of the options.

NOTE 7. IMPACT OF RECENTLY ISSUED ACCOUNTING STATEMENTS

In July 2001, the FASB issued Statement No. 141, Business Combinations, and
Statement No. 142, Goodwill and Other Tangible Assets. Statement 141 requires
that the purchase method of accounting be used for all business combinations
initiated after June 30, 2001 as well as all purchase method business
combinations completed after June 30, 2001. Statement 141 also specifies
criteria intangible assets acquired in a purchase method business combination
must meet to be recognized and reported apart from goodwill, noting that all
purchase price allocable to an assembled workforce may not be accounted for
separately. Statement 142 will require that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead be tested for
impairment at least annually in accordance with the provisions of Statement 142.
Statement 142 also requires that intangible assets with estimable useful lives
be amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with FAS Statement
No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of. The Company is required to adopt the provisions of
Statement 141 immediately, except with regard to business combinations initiated
prior to July 1, 2001, and to adopt Statement 142 effective with the fiscal year
beginning May 1, 2002.

The Company meets the criteria for early adoption of Statement 142, and has
elected early adoption of the statement during the first quarter of 2001 with no
material effect on our financial condition and results of operations based on
the requirements of Statement 142. See Note 7 for further discussion.

NOTE 8 GOODWILL - ADOPTION OF STATEMENT 142

The Company has elected early adoption of SFAS No.142. Accordingly, the Company
has stopped amortization of goodwill effective May 1, 2001. However, goodwill
amortization continues to be presented in the three months ended July 31, 2000,
statement of operations. Had the provision of SFAS No. 142 been applied
for the three months ended July 31, 2000, the Company's net income and net
income per share would have been as follows:

For the three months ended
July 31,
2000 2001
______________________________________

Reported net income (loss) (800,153) (262,522)

Add back: Goodwill amortization. 144,186 -
------------ ------------

Adjusted net income (loss) (655,967) (262,522)
============ ============

Basic earnings per share:
Reported net income (loss) (0.04) (0.01)
============ ============
Goodwill amortization 0.007 -
============ ============
Adjusted net income (0.03) (0.01)
============ ============

There was no goodwill amortization recognized in the first three months of
fiscal 2002 and, as of July 31, 2001, net goodwill was $250,000 for Titus
Real Estate, Inc., and $175,247 for Expidoc.Com, Inc. The net goodwill balance
as of July 31, 2001 remains unchanged from the April 30, 2001, balance. There
were no intangible assets recorded for the Company as of July 31,
2001.

Management assessed the value of Titus during the fourth quarter of fiscal year
2001 based on a liquidation or residual value of the enterprise, and they
recorded an impairment at that time. In contemplating the adoption of SFAS No.
142, management assessed the intangible assets of Expidoc. At May 1, 2001, the
date of adoption, management believed that the primary intangible asset of
Expidoc was goodwill. Because of the relative immateriality of the carrying
value of the Expidoc goodwill, management did not believe that an appraisal was
necessary to determine what amount, if any, should be allocated to intangible
assets with definite lives. Management believes the enterprise value of Expidoc
exceeds the carrying value of goodwill.

NOTE 9. SUBSEQUENT EVENTS

INVESTMENT BANKING AGREEMENT

On May 27, 1999, the Company entered into an agreement with an investment banker
to seek debt financing through public or private offerings or debt or equity
securities and in seeking merger and acquisition candidates. Per the agreement,
the Company granted the investment banker options to purchase 200,000 shares of
the Company's common stock at an exercise price of $0.13, expiring on May 31,
2001. Additionally, the Company was required to pay $60,000 for the initial
twelve months. In addition, the agreement specified that the investment banker
will receive a percentage of consideration received in a merger, acquisition,
joint venture, debt or lease placement and similar transactions through May 31,
2001. The Company valued these options using the Black Scholes model at $3.14
per share for total consulting expenses of $627,200 and amortized such an
expense over the course of the contract. In April 2000, the parties agreed to
amend the agreement to eliminate the fee based on a percentage of the
consideration of a transaction, and to grant the investment banker 200,000
shares of the Common Stock and to cancel the options to purchase 200,000 shares.
As of July 31, 2001, entire value of this contract had been amortized. These
shares were not issued due to delays caused by the Company; however, through
August 7, 2001, the investment banker had rights to receive such shares by
amendment amongst the parties. Accordingly, such shares are included in the
outstanding shares at July 31, 2001. On August 7, 2001, the Company agreed to
settle a dispute over the terms of the amendment in by canceling the 200,000
shares in exchange for 1,500,000 of the Company's restricted common stock. The
Company valued the additional 1,300,000 shares at $0.17 and will charge
operations by $221,000 for this non-recurring loss on settlement during the
three month.

COMMON STOCK ACTIVITY

Subsequent to July 31, 2001, the Company issued 1,100,000 shares of the
Company's registered common stock under Form S-8 to consultants. The shares
were issued for legal, internal accounting, mergers and acquisition consulting,
information technology consulting and Bravorealty start-up costs. The shares
were valued at $144,000 and charged to consulting expense during the quarter
ended October 31, 2001.

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

OVERVIEW

The Company is an independent financial services company, who's primary
source of revenue is AMRES, a wholly owned subsidiary. AMRES offers loan
originators a "net-branch" opportunity, in which AMRES provides licensing,
accounting and lender approvals in over 40 states. They maintain a web site,
www.amres.net, which contains detailed information on AMRES. Currently over 180
-----------
net-branches are operating, in addition to four Corporate owned branches in four
counties in Southern California. Further rapid growth is anticipated, both from
commissioned and corporate marketing staff. Loan processing, mortgage banking
and acquisitions will provide additional revenues sources. During the three
months ended July 31, 2001, AMRES generated operating income in excess of
$300,000.

The Company has seen improvement in other subsidiaries as well.

Expidoc.com has added Ditech.com as a customer, and is now doing over 500
loan document signings a month through their network of notaries in all 50
states. By adding staff, and implementing a new marketing initiative, Expidoc
should improve its operations and achieve profitability in the near future.

Bravorealty.com (69% owned subsidiary) has established joint venture
branches in four locations. In addition, Bravorealty.com has initiated a net
branch of AMRES inside Bravo, and has experienced an increase in revenues from
home loans brokered. Bravorealty has incurred the expenses to begin, and within
120 days is expected to establish the documentation, licensing, marketing
materials and operations to sell "Bravo Real Estate Network" franchises. Former
officers of Century 21 have been acting as advisors to Bravorealty. Their
objective is being operationally profitable by the end of the fiscal 3rd
quarter, excluding additional start-up costs of franchising. Due to these
start-up costs, Bravorealty had incurred a small operating loss for the current
quarter.

Titus Real Estate, LLC, operates as the manager of Titus REIT, a real
estate investment trust. Current shareholders of the REIT have requested the
selling of assets in order to return their original investment. As such, six of
the ten properties are in escrow to be sold. It is the intent of the management
of the Company to raise new capital for Titus REIT when the market permits,
estimating the summer of 2002 as a possible target date. The Company believes
the long term benefits of a REIT compliment the Company's business plan. Titus
Real Estate, LLC, has incurred small operating losses during the current
quarter.

ANZA Properties was established in July 2001, for the purpose of raising
investor funds from accredited investors, for the initial purpose of purchasing
Income Producing Real Estate. It will be the intention of the Company to convert
these investors, whom originally invested in ANZA bonds, into the Company's
equity. The ultimate goal, if obtained, is to list the Company on a National
Market System, such as the NASDAQ (see Note 2). Anza is in the development
stage. The Company has incurred approximately $75,000 of expenses in connection
with the establishment of Anza.

REVENUES

Revenues increased by $2,680,068, or 113%, to $5,046,030 for the year three
months ended July 31, 2001, compared to $2,365,962 for the three months ended
July 31, 2000. The growth in revenues is primarily attributable to the
expansion and growth of AMRES through the brokering of loans. AMRES accounted
for greater than 95% of consolidated revenues for both periods. AMRES, as did
most of the mortgage industry, benefited greatly from the decline in interest
rates over the last several months. Typically, as interest rates fall, the
refinance market heats up expanding the market of interested borrowers beyond
those borrowing for the purchase of their primary residence. AMRES benefited
from this market upturn, as they had the capacity in terms of people and
infrastructure to accommodate the additional business.

More significantly, the growth of the net branch program at AMRES was the
major contributor to the growth in revenue. AMRES' net branch program comprised
approximately 180 branches as of July 31, 2001, compared to less than ten
branches as of July 31, 2000. The Net Branch program is expected to continue to
be a primary growth vehicle for the Company in the future. In addition, the
mortgage banking division of AMRES is expected to continue its expansion over
the next six to nine months.

Revenues for Expidoc decreased slightly to $56,817 for the three months
ended July 31, 2001 compared to $72,543 for the three months ended July 31,
2000. The decrease is primarily a result of Expidoc refocusing its market
strategy to secure higher volume customers as compared to many low-volume
customers. Revenues declined for a brief period of time during the quarter
while Expidoc was reducing its customer base and ramping up with some of its new
larger customers.

Bravorealty became operational in January 2001. For the three months ended
July 31 2001, total revenues amounted to $102,310. These revenues were
generated based on approximately ten closed real estate purchase transactions
during the quarter. Management believes that Bravorealty will be a significant
growth vehicle for the Company over the next 12 months, as evidenced by the
steady increase in the number of real estate sales' listings and closed
transactions generated by Bravorealty so far this fiscal year.

Revenues from Titus were not material for the periods presented.

Costs and Expenses

Commissions are paid to loan agents on funded loans. Commissions increased
by $1,719,709 or 101.1%, for the three months ended July 31, 2001, to $3,421,315
from $1,701,606 for the three months ended July 31, 2000. This increase is
primarily related to the increased revenues discussed above. As a percentage of
revenue, the cost of revenue decreased by 3.9%, to 68.0% compared to 71.9% for
the three months ended July 31, 2001 and the three months ended July 31, 2000,
respectively. This decrease is attributable to the Company leveraging its
increased revenues as the Company earns a higher commission split (compared to
the loan agent) once certain revenue targets are reached.

General and Administrative Expenses

General and administrative expenses totaled $1,377,910 for the three months
ended July 31, 2001, compared to $971,632 for the three months ended July 31,
2000. This increase of $406,278 can be primarily attributed to the business
growth of the operating subsidiaries, namely AMRES, as additional personnel,
office space and other administrative costs are required to handle the
expansion. Effective in the first quarter of fiscal 2001, the Company had
implemented significant cost reductions to reduce its administrative expenses at
its corporate offices.

The Company has elected early adoption of Statement 142 and as such, has
not recorded any goodwill amortization for the three months ended July 31, 2001.
Goodwill amortization relating to the Company's acquisitions of Expidoc, Titus,
and LoanNet amounted to approximately $145,000 for the three months ended July
31, 2000.

Consulting Expenses

To date, the Company has funded a portion of its operating costs through
the use of its common stock paid to outside consultants. During the three
months ended July 31, 2001, costs paid in the form of common stock to outside
consultants totaled approximately $410,795, representing 2,400,000 shares of
common stock. For the three months ended July 31, 2000, costs paid in the form
of common stock issued to outside consultants totaled $519,290. The stock
issued in connection with Bravorealty was reported as deferred compensation and
$52,500 was expensed during the three months ended July 31, 2001.

Interest Expense

Interest expense was $43,470 for the three months ending July 31, 2001,
compared to $47,342 for the three months ended July 31, 2000.

Net Losses

The Company's net losses for the three months ending July 31, 2001 and 2000
were ($262,522), and ($800,153), or ($0.01) and ($0.04) per share respectively.
During the most recent three-month period, the non-cash expense component of the
Company's net loss was significant. For the three months ending July 31, 2001,
non-cash expense relating to common stock issued to consultants, for interest
and for non-recurring settlements amounted to $390,500, $35,714 and $61,494,
respectively. The Company believes that with its continued growth in revenues
and its ability to leverage its fixed costs against those revenues, it will be
able to reduce its net losses in the future, and possibly achieve profitability.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Net cash used in operating activities was $922,792 and $417,167 for the
three months ending July 31, 2001 and 2000, respectively. For both periods, the
Company incurred net losses from operations. Significant non-cash expenses
impacting the loss from operations for the period ending July 31, 2001 related
to stock compensation paid to outside consultants and employees in the amount of
$400,912. Increase in loans held for sale of $1,096,675 was also a significant
contributor to the cash used in operating activities for the three months ending
July 31, 2001.

Net cash used by investing activities were $12,527 and $29,553 for the
three months- ended July 31, 2001and 2000, respectively. There were no
individually significant sources or uses of funds from investing activities for
either period presented.

Net cash provided by financing activities was $1,273,920 and $313,437 for
the periods ending July 31, 2001 and July 31, 2000 respectively. Cash provided
by financing for the period ended July 31, 2000 relates primarily to net
proceeds received from private placements of the Company's stock, reduced by
payments made on the Company's note payable to EMB corporation related to the
acquisition of AMRES. Cash provided by financing for the period ended July 31,
2001 relates primarily to advances on the Company's warehouse line of credit in
the amount of $1,073,920 associated with its mortgage banking operations. This
obligation is secured by first and second trust deed mortgages.

The Company generated cash flows from a bridge financing in the amount of
$200,000. The Company was required to issue warrants to purchase 225,000 shares
of common stock for $1.00, the exercise price of which is based on a 30%
discount from the closing bid price on the date of exercise. The total value of
the warrants amounted to $132,345 based on the relative fair value of the
warrants to the proceeds from the financing. The value is treated as a discount
to the carrying value the debt which is being amortized over the nine-month term
of the note using the effective interest method. The Company plans to repay the
note from proceeds generated from an offering of securities by Anza. In the
event the capital from the Anza is not received, management intends to repay the
note from cash on hand, or cash flows generated from operations, if any.

The Company significantly improved their financial position upon completing
a "Global Settlement" June 26, 2001. The Company substantially increased its net
worth and reduced its liability to EMB from $1,215,856 to $103,404, after
issuing a convertible note to AMRES Holding LLC and issuing 4.5 million shares
of its common stock. The original obligation to EMB further required the Company
to pursue an S-1 registration that had become very time consuming of management,
and costly in terms of cash, which has now been withdrawn.

The Company is current in servicing its obligations as they become due.
From time to time, the Company used its common stock to provide compensation for
outside services that were required. It is the belief of management, that
beginning the third quarter 2001, little or no common stock will be issued for
services.

The Company's stockholders deficit has been significantly reduced from
$1,184,382 to $86,265 primarily due to the issuance of common stock in relief of
debt.

Management is pleased with the current direction and financial improvement
of the Company. The operating subsidiaries are expanding in tough economic
times. AMRES and Expidoc.com are currently profitable. Bravorealty is performing
as projected, requiring budgeted initial investment in capital prior to ramping
up to full operations, including anticipated selling of franchises. And, Titus
with a small loss, is poised for a round of new investors when the markets
permit. The cash flow of the Company has markedly improved, with cash on hand
ending July 31 of $431,487 versus $152,300 the year earlier. Short-term debt is
manageable. A $43,000 note is being paid off in monthly payments through May of
2002. The $200,000 note due Bridgeloan is to be paid from fundraising in the new
subsidiary, Anza Properties, or can be paid with cash on hand. The $485,446
convertible note due our Chief Executive, due in December 2002, will convert
into common stock, or extend the maturity date, at holder's option, if paying in
cash proves too difficult for E-net. The $103,404 convertible note due in
December 2002, can be converted to equity at E-net's option. And, the $1,798,400
in convertible preferred is expected to convert to common stock. Significant
debt has been eliminated, and no current obligations are delinquent. It is our
opinion, baring some significant adverse change in our business, that E-net
should not only be profitable in the near term, but continue to grow rapidly as
well. Finally, through recently established subsidiary Anza Properties, E-net
has initiated plans to establish sufficient net worth in order to file for
listing on a national exchange, such as NASDAQ, in mid-2002.

Our Interim financial statements have been prepared assuming the Company
will continue as a going concern. Because the Company has incurred significant
losses from operations and has excess current liabilities over current assets
totaling approximately $82,630, it may require financing to meet its cash
requirements. Our auditors included an explanatory paragraph in their annual
report raising substantial doubt about its ability to continue as a going
concern. However, during the three months ended July 31, 2001, the Company
executed relief from certain obligations by settlement of its creditors. Cash
requirements depend on several factors, including but not limited to, the pace
at which all subsidiaries continue to grow, become self supporting, and begin to
generate positive cash flow, as well as the ability to obtain additional
services for common stock or other non-cash consideration.

If capital requirements vary materially from those currently planned, the
Company may require additional financing sooner than anticipated. At present,
there are no firm commitments for any additional financing, and there can be no
assurance that any such commitment can be obtained on favorable terms, if at
all. Management has implemented several reductions of costs and expenses to
reduce its operating losses. Management plans to continue its growth plans to
generate revenues sufficient to meet its cost structure. Management believes
that these actions will afford the Company the ability to fund its daily
operations and service its remaining debt obligations primarily through the cash
generated by operations; however, there are no assurance that management's plans
will be successful. No adjustments have been made to the carrying value of
assets or liabilities as a result of these uncertainties.

Except for historical information, the materials contained in this
Management's Discussion and Analysis are forward-looking (within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934) and involve a number of risks and uncertainties. These
include the Company's historical losses, the need to manage its growth, general
economic downturns, intense competition in the financial services and mortgage
banking industries, seasonality of quarterly results, and other risks detailed
from time to time in the Company's filings with the Securities and Exchange
Commission. Although forward-looking statements in this Quarterly Report
reflect the good faith judgment of management, such statements can only be based
on facts and factors currently known by the Company. Consequently,
forward-looking statements are inherently subject to risks and uncertainties,
actual results and outcomes may differ materially from the results and outcomes
discussed in the forward-looking statements. Readers are urged to carefully
review and consider the various disclosures made by the Company in this
Quarterly Report, as an attempt to advise interested parties of the risks and
factors that may affect the Company's business, financial condition, and results
of operations and prospects.

PART II

ITEM 1 LEGAL PROCEEDINGS

There have been no material developments to the reportable events in the
Company's Form 10-KSB filed with the SEC on August 16, 2001.

ITEM 2 CHANGES IN SECURITIES

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

Other than as set forth above, there is no affiliation between the Company
and Laguna Pacific or any of their respective officers or directors.

FORMATION OF ANZA PROPERTIES, INC.

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. The purpose of this offering was to
obtain capital on behalf of Anza Properties to acquire income producing real
estate. This real estate would then provide the Company with improved cash flow
and net worth, on a consolidated basis.

(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). Mr.
Ehrlich is to be involved in the identification of potential investment
opportunities, the acquiring of capital, and the operation of Anza Properties.

(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. Mr. Horwitz is a licensed California attorney. Mr. Horwitz is
providing legal services to e-Net and Anza Properties.

See our Notes to the Consolidated Financial Statements for accounting
treatment of options and warrants issued above.

The purpose of Anza Properties is primarily to improve the net worth of
e-Net by acquiring income producing real estate. If Anza Properties is
successful in acquiring such properties, its assets would be consolidated with
the assets of e-Net, thereby improving the net worth of e-Net.

All issuances were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.

GLOBAL SETTLEMENT

As part of the acquisition of AMRES, e-Net was obligated to file and
prosecute until completion a registration statement with the Securities and
Exchange Commission for the purpose of registering 7,500,000 shares of e-Net
common stock issued to EMB. Additionally, e-Net was obligated to pay the sum of
$4,000,000 under the terms of a promissory note issued to EMB.

In an unrelated transaction, Williams de Broe loaned the sum of $700,000 to
EMB, which remained unpaid at the time of the Global Settlement. In connection
with a revision of the agreement between EMB and Williams de Broe, the
then-chairman of e-Net executed a document on behalf of e-Net in favor of
Williams de Broe, which Williams de Broe believed acted as a guarantee of EMB's
obligation. e-Net disputed this assertion.

In order to settle the outstanding disputes among all the parties, 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:

iii) EMB acknowledges its obligations to pay all outstanding leases
covering equipment and/or furniture now in the possession of e-Net as
contemplated by the agreement.

iv) EMB assigns its rights of a portion of e-Net's note payable totaling
$485,446 to AMRES Holdings LLC, owned by Vincent Rinehart. The note bears
interest at 10% per annum. This note is convertible into shares of common stock
based on 80% of the closing stock price on the date of the conversion. The
Company assigned a value of approximately $54,000 to the beneficial conversion
feature imbedded in this note. The entire principal balance, together with
accrued interest, shall be due and payable, in full, on December 15, 2002.

All issuances were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933.

EXECUTIVE COMPENSATION

On July 1, 2001, e-Net entered into an Employment Agreement with Vincent
Rinehart. In accordance with the terms of the agreement, 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. The
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933.

OTHER CHANGES IN SECURITIES

On June 13, 2001, the Company issued 400,000 shares of common stock to
Karen Conway in settlement of a contractual dispute related to legal
expensesThe issuance was valued at $0.14 per share. The issuance was exempt
pursuant to Section 4(2) of the Securities Act of 1933.

On July 2, 2001, the Company issued 325,000 shares of common stock to James
Gonzales in settlement of a contractual dispute related to services rendered.
The issuance was valued at $0.18 per share. We had not previously accounted for
the dispute as a contingency. The issuance was exempt pursuant to Section 4(2)
of the Securities Act of 1933.

On July 17, 2001, in connection with the conversion of 2,016 shares of
Series C Preferred Stock, a total of 4,666,663 shares of common stock were
issued to four accredited investors. The issuances were exempt pursuant to
Section 4(2) of the Securities Act of 1933. Following the conversion, there
were 17,984 shares of Series C Preferred Stock outstanding.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5 OTHER INFORMATION

Not applicable

ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K

None

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

/s/ Vincent Rinehart
Dated: April 18, 2002 _____________________________
By: Vincent Rinehart
Its: President, Chairman,
Chief Executive Officer,
Chief Financial Officer,
Chief Accounting Officer,
and Director

/s/ Scott A. Presta
Dated: April 18, 2002 _____________________________
By: Scott A. Presta
Its: Director