Exhibit 20.2


                       Securities and Exchange Commission
                             Washington, D.C. 20549


                                    Form 8-K


                                 Current Report


                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act Of 1934


                 Date of Earliest Reported Event - April 5, 1999



                                 eNote.com Inc.
             (Exact name of Registrant as specified in its charter)




           Delaware                      0-7349               59-3453153
(State or other jurisdiction of        (Commission          (IRS Employer
incorporation or organization)         File Number)      Identification Number)


                          One Lawson Lane, Third Floor
                            Burlington, Vermont 05402
              (Address of Registrant's principal executive offices)


                                 (802) 862-5100
              (Registrant's telephone number, including area code)


                                 (802) 862-1631
              (Registrant's facsimile number, including area code)


                                  1612 OSCEOLA
                               CLEARWATER, FLORIDA
          (Former name or former address, if changed since last report)

<PAGE>

                                INTRODUCTORY NOTE

     Unless otherwise indicated,  all information in this Current Report on Form
8-K (the  "Report")  has been  adjusted to reflect a  1-for-6-3/4  reverse stock
split  effected  on April 2, 1999 and a business  combination  transaction  that
closed on April 5, 1999.  References  to  "Webcor"  shall  refer to the  company
before the business  combination and references to "eNote," the "Company," "we,"
"us" and "our" shall refer to  eNote.com,  Inc. and our  subsidiaries  after the
business combination.

     Our  quarterly  and annual  operating  results  will be  affected by a wide
variety  of  factors  that  could  materially  and  adversely  affect our actual
results. These factors include, but are not limited to:

o    Changes in general economic conditions;
o    Fluctuations in the securities markets;
o    Changes in the demand for e-mail and online information services;
o    Changes in the nature of our business  resulting from the  introduction  of
     new products and services;
o    Competition from other firms who offer competitive products and services; o
     Changes in regulatory requirements; and o Risks related to the year 2000.

     As a result of these factors and others,  our future operating  results may
fluctuate on a quarterly or annual basis. Such fluctuations could materially and
adversely affect our business, financial condition, operating results, and stock
price.

     This  report  and  other  documents  that we file with the  Securities  and
Exchange  Commission (the "SEC") contain  forward-looking  statements  about our
business.  These  forward-looking  statements  are  subject  to many  risks  and
uncertainties.  Therefore,  our actual results may differ significantly from the
forward-looking  statements.  Except as specified in SEC regulations, we have no
duty to publicly release information that updates the forward-looking statements
contained in this Report.  An investment in our stock  involves  various  risks,
including  those  mentioned  above  and  described  elsewhere  in  this  Report.
Additional risks will be disclosed from time to time in our future SEC filings.

Item 1. Change In Control of Registrant

     General.  eNote.com Inc. is a Delaware  corporation that was formerly known
as Webcor  Electronics,  Inc. Webcor conducted an initial public offering in May
1982 pursuant to a Form S-1  Registration  Statement under the Securities Act of
1933 (the  "Securities  Act").  In connection  with an  application  to list its
Common  Stock on the NASDAQ  system,  Webcor also  registered  its Common  Stock
pursuant to Section 12(g) of the Securities  Exchange Act of 1934 (the "Exchange
Act").  As a result of a 1989 bankruptcy  proceeding,  Webcor became an inactive
shell that had with no material  assets,  liabilities  or  business  activities.
Webcor remained inactive until March 11, 1997, when its stockholders  approved a
plan of  reorganization  proposed  by Capston  Network  Company  of  Clearwater,
Florida  ("Capston").  This plan of reorganization  authorized Capston to seek a
suitable  business  combination  opportunity for Webcor,  authorized a series of
changes  in  Webcor's   corporate   structure,   and  provided  for  stock-based
compensation  to Capston and others for services  rendered and to be rendered in
connection with the  implementation of the plan of  reorganization.  Capston and
its  president  Sally A.  Fonner,  who also serves as our sole  director,  began
actively seeking a business combination  opportunity for Webcor in the spring of
1997.  After  investigating  a number of  opportunities,  Capston  negotiated an
agreement with the stockholders of Navis  Technologies,  Ltd. ("Navis") in March
of 1999. In connection with this  transaction,  the stockholders of Navis agreed
to  contribute  all of their  Navis stock to Webcor in  exchange  for  8,000,000
shares of common  stock (the  "Navis  Transaction").  At the same time,  Capston
negotiated an agreement with Friedlander  International Limited  ("Friedlander")
where Friedlander  agreed to contribute  $5,000,000 in cash to eNote in exchange
for 5,000,000  shares of convertible  preferred stock and 2,000,000 common stock
purchase warrants (the "Friedlander Transaction"). The Navis Transaction closed

<PAGE>

on April 5, 1999, and the Friedlander Transaction closed on April 6, 1999.

     The Navis  Transaction.  Webcor  acquired  Navis in a business  combination
transaction that was structured as a reverse  takeover,  or "RTO." In connection
with the Navis  Transaction,  the  stockholders  of Navis  exchanged their Navis
stock  for  newly  issued  stock of  Webcor,  and  Navis  became a  wholly-owned
subsidiary of our company. Before the Navis Transaction,  Webcor had no material
assets,  liabilities or business  operations.  No  relationship  existed between
Webcor  and Navis  prior to the Navis  Transaction  and no funds of Webcor  were
spent to acquire the stock of Navis. As consideration for the Navis Transaction,
Webcor issued shares of Common Stock to the former  stockholders  of Navis.  The
number of shares  issued by Webcor in the Navis  Transaction  was  determined by
arms-length negotiation between the parties.

     Until March 31,  1999,  Webcor had  3,476,370  shares of common stock ("Old
Common")  issued and  outstanding.  In  preparation  for the Navis  Transaction,
Webcor  changed its name to eNote.com,  Inc. It also effected a "reverse  split"
where the Old Common  was  consolidated  in the ratio of one  post-consolidation
share ("Common  Stock") for every six and  three-quarters  (6-3/4) shares of Old
Common,  provided, that no stockholder's ownership was reduced to fewer than 100
shares  of Common  Stock if that  stockholder  owned at least 100  shares of Old
Common on March 31,  1999.  In  connection  with the Navis  Transaction,  Webcor
agreed to acquire all of the issued and outstanding  shares of Navis in exchange
for  8,000,000  shares of Common  Stock.  In  addition,  Webcor  agreed to issue
1,460,000 shares of Common Stock to certain consultants and advisors,  including
540,000  shares of Common  Stock  that were  issued  to  persons  designated  by
Capston,  270,000  shares of Common Stock that were issued to legal  counsel for
the  parties  and  650,000  shares of Common  Stock that were  issued to certain
financial consultants as finders fees.

     The Friedlander Transaction.  On April 6, 1999, eNote sold 5,000,000 shares
of convertible  preferred stock  ("Preferred  Stock") and 2,000,000 common stock
purchase  warrants  ("Warrants")  to  Friedlander  for  $5,000,000 in cash.  The
Preferred  Stock has a liquidation  preference of $1 per share, or $5,000,000 in
the aggregate,  and is convertible into Common Stock on a share-for-share basis.
The Warrants are exercisable for five years from the date of issuance at a price
of $1 per  share,  and  are  subject  to  voluntary  redemption  by  eNote  at a
redemption  premium of $1 per Warrant over the spread between the exercise price
of the Warrant and the market price of the Common Stock on the redemption  date.
Under the  Friedlander  agreements,  the holders of Preferred Stock and Warrants
are  protected  against  dilution  resulting  from  certain  post-closing  stock
issuances and are entitled to certain demand and piggy-back registration rights.

     New  Management   Team.  In  connection  with  the  closing  of  the  Navis
Transaction,  Sally A. Fonner  appointed  three  persons  designated by Navis to
serve as  executive  officers  of eNote.  Our new  executive  officers,  and the
positions held by such persons are set forth below.  It is anticipated  that our
new  executive  officers  will  continue  to  serve in such  capacities  for the
foreseeable future.

            Name                   Age             Positions

      John R. Varsames.......       48       President, Chief Executive
                                             Officer
      Michael T. Grennan.....       45       Chief Financial Officer
      James D. Richards......       44       Director of Technology

     Under the terms of the Friedlander and Navis transactions,  Friedlander and
the former  stockholders of Navis have the right to replace the current board of
directors with their own nominees (the "New Directors").  Two New Directors have
already been nominated by the former stockholders of Navis and two New Directors
will be  nominated  by  Friedlander.  The  former  stockholders  of  Navis  have
nominated  John R.  Varsames and Michael T. Grennan to serve as New Directors of
eNote.  The proposed changes in our board of directors will not become effective
and the New  Directors  will not  assume  office  until 10 days after we file an
Information  Statement  and  Notice of Change  in the  Majority  of the Board of
Directors  with the SEC and send  copies of the Notice to our  stockholders.  At
that time,  Sally A. Fonner will appoint the New  Directors and then resign from
our board of directors. Thereafter, the New Directors will manage our business.

<PAGE>

     John R. Varsames was appointed President and Chief Executive Officer of our
Company on April 5, 1999.  He will also be appointed to serve as a New Director.
Mr.  Varsames  founded  Navis in June 1996 and has served as the  president  and
chief  executive  officer of Navis since that time.  Before forming  Navis,  Mr.
Varsames  served as a consultant and then as Vice President for AirMouse  Remote
Controls  and its  AirMarket  Interactive  System,  a  company  specializing  in
interactive peripherals and television technology,  where he was instrumental in
the deployment of two interactive television projects.  Previously, Mr. Varsames
co-founded and served for 10 years as the president and chief executive  officer
of Northshore Companies, a construction,  development and real estate investment
firm that grew to become one of Vermont's  larger  development  and  residential
construction firm.

     Mr.  Varsames  is  a  graduate  of  St.   Michael's   College   (Business
Administration/Political  Science),  and a past chairman of the St.  Michael's
College  Associate  Board of  Trustees.  He served in the  United  States  Air
Force,   Reserve  and  Guard,   during  the  Vietnam  conflict  in  classified
communication  and  intelligence.  Mr. Varsames has also pursued  postgraduate
education in engineering,  marketing and business. He has served his community
as a  director  of  several  charitable  organizations  and also  served  as a
National Director for the National Association of Home Builders.

     Michael T. Grennan was appointed Chief Financial  Officer of our Company on
April 5, 1999.  He will also be  appointed  to serve as a New  Director.  Before
joining our  company,  Mr.  Grennan  worked for seven  years as a  self-employed
business and financial consultant.  Previously,  Mr. Grennan worked for 14 years
in public accounting,  first on the audit staff of Coopers and Lybrand, and then
as a staff member,  manager and partner of the accounting firm of Urbach,  Kahn,
and Werlin,  PC. Mr.  Grennan is a 1977  graduate of the  University  of Florida
(BSBA in  Accounting  with High Honors),  a Certified  Public  Accountant  and a
former member of the AICPA's Ethics  Enforcement  Committee.  In addition to his
experience in public accounting Mr. Grennan has extensive consulting  experience
for a variety of public and private corporations including banks,  manufacturing
and operating companies.

     James T.  Richards was  appointed  Director of Technology on April 5, 1999.
Mr.  Richards  founded  SolutioNet  in 1987 and has served as the  president and
chief executive officer of SolutioNet since that time.  SolutioNet has developed
and  patented a Two-Way  Infrared  Protocol  ("TWIRP(TM)")  for  wireless TV web
browser peripherals and licensed the TWIRP technology to Acorn Computers and the
Oracle  Corporation.  Over the course of his career,  Mr.  Richards  has built a
high-technology  company from start-up through $18 million in profitable  annual
sales and raised over $20 million in capital for four emerging technology firms.
He also has been involved in the editing and acceptance of six technical  papers
for Institute of Electrical and Electronics Engineers ("IEEE") conferences.  Mr.
Richards is a 1977 graduate of the Massachusetts  Institute of Technology (BS in
Electrical  Engineering) and a member of the Technical Committee which is a part
of the Consumer Electronics Society of the IEEE.

     Principal  Stockholders.  Taking all of the stock  issuances  into account,
there are 10,000,000 shares of Common Stock, 5,000,000 shares of Preferred Stock
and 2,000,000 Warrants issued and outstanding on the date of this Report.  After
giving  pro  forma  effect  to the  conversion  of the  Preferred  Stock and the
exercise of the Warrants, the following table sets forth the number of shares of
Common  Stock  owned  by (i)  each  executive  officer  and  director,  (ii) all
executive  officers and directors as a group, and (iii) each person who will own
of record or own  beneficially,  more than five percent (5%) of our  outstanding
Common Stock.

Name and Address of Beneficial Owner               Shares          Percent
                                                    Owned         of Class

John R. Varsames (1)(2)(3)                      7,100,000        47.3% (6)

Michael T. Grennan (1)                            250,000         1.7% (6)

James D. Richards (1)                             250,000         1.7% (6)

Friedlander International Limited (4)(5)        7,000,000        41.2% (7)

<PAGE>

c/o Morning Star Ireland Limited,
132 Custom House Harbour
Dublin 1, Ireland

Bert Friedlander (3)(4)                         7,000,000        41.2% (7)
Greenwich, Connecticut

Executive Officers and Directors as a Group (4 persons)7,600,000 50.1% (6)

(1)  c/o eNote.com, Inc., One Lawson Lane, Third Floor Burlington, Vermont 05402

(2)  Mr.  Varsames  shares  beneficial  ownership and voting power with his wife
     Heidi A. Varsames.

(3)  Includes  20,000  shares of Common  Stock held of record by the children of
     John R. and Heidi A. Varsames.

(4)  Includes  5,000,000  shares of Common Stock issuable upon conversion of the
     Preferred  Stock and  2,000,000  shares of Common Stock  issuable upon full
     exercise of immediately exercisable Warrants.

(5)  Mr. Friedlander exercises sole voting and investment control over shares of
     Common Stock held by Friedlander International Limited.

(6)  Based on  15,000,000  shares  of  Common  Stock  outstanding.  (7) Based on
     15,000,000  shares of  Common  Stock and  2,000,000  presently  exercisable
     Warrants outstanding.

     Compensation  to  Capston  and  Others.  In  connection  with  the  plan of
reorganization approved by Webcor's stockholders,  certain persons designated by
Capston  received  540,000  shares  of  Common  Stock  for   administrative  and
management services.  Ms. Fonner received 180,600 shares of Common Stock for her
personal  account.  In addition,  to the shares  issued to designees of Capston,
270,000  shares of Common Stock were issued to legal counsel for the parties for
services  rendered and 650,000 shares of Common Stock were issued to two finders
who assisted in the identification of Navis as a potential business  combination
candidate,  the introduction of Navis to Webcor,  the collection and analysis of
due diligence  information on Navis, and other financial consulting and advisory
services.  All shares of Common  Stock  issued to  designees  of Capston,  legal
counsel for the parties and the finders were  registered  prior to issuance on a
Form S-8  Registration  Statement  under the  Securities Act of 1933. We believe
that each of these  transactions  were on terms that were no less favorable than
we could have obtained in transactions with unrelated third parties.

ITEM 2. Acquisition or Disposition of Assets

Introduction and Overview.

     After extensive demographic and market studies,  tvemail has been developed
to service the needs of those  groups and  individuals  that are  currently  not
served or under served by computers  and the internet.  Therefore,  we intend to
finish the development and begin  commercialization  of a proprietary  "tvemail"
system  developed by Navis.  The tvemail system is designed to function as a low
cost  Internet  alternative  for  customers  who want access to e-mail and other
online  services,  but want to  avoid  the cost  and  complexity  of a  personal
computer ("PC") or network computer ("NC") based system. The tvemail system will
be  easier  to use and  much  less  expensive  than any  available  alternative,
including  PCs,  NCs and Web TV(TM).  We believe  this low cost  combination  of
television, e-mail and limited online services will appeal to a large segment of
the potential  market and help transform  advertising,  electronic  commerce and
information delivery for the consumer mass market.

     The Internet has experienced rapid growth over the last few years.  Despite
this growth,  approximately 65% of U.S.  households have no access to e-mail and
other online services.  While there seems to be almost universal  agreement that
e-mail and online services are desirable, a large segment of the population does
not intend to "get wired" in the foreseeable future. The principal reasons cited
for a lack of e-mail and access to online services include:

o    The cost, complexity and size of PC and NC equipment; o The time and effort
     required to learn about information equipment and services;
o    The time and effort required to use PC and NC equipment; o The inability to

<PAGE>

access desired content without time consuming log-on and navigation procedures;

o    The high monthly cost of online  information  services;  and o "Information
     Overload" resulting from too many choices.

     The tvemail  system has been designed to overcome all of these  objections.
We have designed a compact in-home information terminal that uses the customer's
television set as a monitor and connects  directly to the  customer's  telephone
line for access to our  servers.  The  terminal  uses a wireless  keyboard as an
input device and can either be placed on top of the television set or discretely
tucked  away.  While  PCs,  NCs and other  information  appliances  require  the
customer to boot-up,  log-on and  navigate,  our  tvemail  system  automatically
downloads and stores the customer's  e-mail and other content every few hours. A
blinking "message received" indicator notifies the customer when e-mail or other
new content has been  received  and  reviewing  the new material is as simple as
turning  on the  television  set and  selecting  a  color-coded  icon  from  our
graphical user interface ("GUI").

     The tvemail system does not provide complete  Internet access and we do not
intend to compete for customers who already have complex  information  retrieval
systems.  Instead,  we intend to provide  basic  e-mail  and a limited  array of
online services,  such as news, sports,  weather reports and online shopping, to
the 65% of U.S.  households that do not have or desire full Internet access. Due
to the  simplicity of the tvemail  system,  we expect to be able to provide both
the in-home equipment and the required online services for $9.95 per month.

     Since the tvemail  system is simple,  inexpensive,  automatic and instantly
accessible,   we  believe  it  will  have   significant   mass  market   appeal.
Nevertheless,  our business is subject to considerable  risk and uncertainty and
there  is no  assurance  that we will  succeed  in our  efforts  to  finish  the
development and effectively market our tvemail system.

History of Navis and the tvemail Technology.

     Navis was founded in 1996 for the purpose of developing and commercializing
communication  appliances,   electronic  point  of  sale  devices  and  infrared
subsystems for NCs (Network Computer) and other "thin client" data retrieval and
storage systems,  As a subcontractor to Acorn, the team develop for Oracle, IBM,
Apple,  Netscape,  and Sun the original reference design for the NC concept. The
NC concept was designed as an alternative to the PC and the companies formed the
NC Consortium to develop and commercialize the technology. In an NC environment,
memory  and  processing  intensive  computer  tasks  are  performed  on a remote
computer  and the user  relies on a small and  relatively  unsophisticated  data
entry and  retrieval  device that is  connected to the main  computer.  In 1996,
Navis was selected by the NC consortium  to develop the infrared  communications
("IR")  protocol  and input  devices  to be used by the NC  Consortium  members.
Working in conjunction with SolutioNet,  Navis developed a series of peripherals
that rely on SolutioNet's  TWIRP  technology.  These peripherals were adopted by
the NC licencees and were implemented in the first generation of NC products. At
the  date  of  this  Report,   Navis  provides   remote  controls  to  three  NC
manufacturers.  Navis  receives  royalty  revenues  from  third  party  sales of
TWIRP(TM) chips, advanced remote control units, and wireless keyboards.  It also
derives revenue from contract engineering and consulting work in the field of NC
input  devices  and  wireless  communications.  Since 1996,  Navis has  supplied
infrared protocol and advanced input devices to NC manufacturers  such as Acorn,
NCI, RCA, Akai, and NetProducts.

     Navis'  involvement  in the NC Consortium  gave it extensive  experience in
developing, manufacturing, and marketing specialized information appliances. The
experience also convinced Navis' management that a substantial market exists for
simple,  low cost  information  appliances  that will give users easy  access to
e-mail and a limited variety of online services.  Therefore, Navis has developed
the tvemail  hardware,  software and related  server  systems and is prepared to
launch commercial sales of the tvemail system in late 1999.

The tvemail System.

     The tvemail  system has been  designed to give users easy access to e-mail,

<PAGE>

information gathering, and online shopping services in a format that is far less
expensive and complex than Internet access technologies that operate on PC or NC
platforms. We believe the principal competitive advantages of the tvemail system
include:

o    Low Cost--The  tvemail system,  including  hardware,  wireless keyboard and
     monthly online service fees is expected to cost less than $120 per year. We
     believe  these costs compare quite  favorably  with a first-year  outlay of
     approximately  $500 for WebTV and  approximately  $1,200 for an entry level
     PC.

o    Simplicity of  Operation--While  PCs, NCs and other information  appliances
     require the customer to boot-up,  log-on and navigate,  our tvemail  system
     automatically  downloads and stores the customer's e-mail and other content
     every few hours. As a result, checking messages on the tvemail system is as
     simple as turning on the  television  set and selecting a color-coded  icon
     from our GUI.

o    Customized  Content--The  tvemail  system gives users the ability to select
     the  particular  online  services  they want without  receiving  content or
     advertising  that they don't  want.  We intend to  continually  upgrade our
     content  options to meet the particular  requirements  of our customers and
     expect that  expanded  service  options  will also give rise to new revenue
     opportunities.

o    Speed--Since  the tvemail  system  automatically  downloads  and stores the
     customer's  e-mail and other content  every few hours,  retrieval of stored
     information is virtually instantaneous. In addition, if a customer wants to
     manually check messages or update his other content,  total  retrieval time
     normally is less than 30 seconds,  the time  required to dial up and log-on
     to a local server.

o    Efficiency--The   tvemail  system  makes  very  efficient  use  of  server,
     telephone and modem  resources  because the information is collected on the
     server  and/or  the  in-home  terminal  and  automatically  transferred  at
     pre-determined  intervals.  Since the user is not online while composing or
     reading messages, the connect time for each session is minimal, and a large
     number of clients can be accommodated on a single server.

Technical Specifications.

     General.  The tvemail  system is comprised of two  principal  elements:  an
in-home  terminal,  including an IR receiver,  IR keyboard and accessories  (the
"Client  Hardware"),  and our  proprietary  back-end server systems (the "Server
Systems"). We have completed the initial design and "proof of concept" phases on
both the Client  Hardware  and the Server  Systems and are now  redesigning  the
Client  Hardware to take advantage of value  engineering  and recent declines in
the price of  semi-conductors  and memory  chips.  Beta  versions  of the Server
Systems have also been evaluated and final  specifications  have been relayed to
our product development team. At the date of this Report, our Server Systems are
being implemented and back-end processes such as billing and reporting are being
evaluated. We expect fully operational beta versions of our Server Systems to be
available  for pilot  deployment  by the second  quarter  of 1999.  We intend to
conduct field trials of the entire  tvemail  system in the third quarter of 1999
and expect that participant  feed-back will lead to additional  modifications of
the  Client  Hardware  Server  Systems.  Depending  on the  success of our field
trials,  we intend to commence full scale  commercial  deployment of the tvemail
system in the fourth quarter of 1999.

     Client  Hardware  Features.  Our first  generation  Client  Hardware will
offer the following features:

o    A  blinking  LED  indicator  prompts  the  user  to  check  messages;  o  A
     color-coded  GUI to  guide  the  user  through  e-mail  and  other  content
     functions
o    On demand send and receive e-mail functions;  o Up to 5 password  protected
     user  mailboxes  per  subscriber;  o Storage  capacity for up to 250 e-mail
     messages;  o A common  address book plus  customized  user address books; o
     Simple text input for

<PAGE>

e-mail,  letters, book reports and other documents;  o Send fax capabilities;  o
Customizable content with news, sports and weather reports, online
     shopping and other services;

o    Targeted banner and direct e-mail advertising; and
o    Simple  downloadable games such as Tetris,  crossword puzzles,  Jumbles and
     Hocus Focus.

     Due to the inherent  flexibility  of the Client  Hardware and Server System
many of the  features  mentioned  above can be  implemented  or  enhanced  after
initial  installation.  The tvemail Client Hardware has been designed to satisfy
the user's  requirements  while  maintaining  an efficient  telephone and server
usage profile that  maximizes the return on the service  provider's  investment.
Since the user  cannot be online  while  creating  an e-mail  message or fax the
modem is utilized only during prearranged dial-ups, or when the user initiates a
manual  connection.  The Client Hardware can be configured to poll the server to
send and receive e-mail and other content  between four and twelve times per day
depending on user preferences. Individual units can be configured to dial during
different  time windows so the call load can be  distributed  throughout the day
and concentrated  during non-peak usage times. This allows us to secure low cost
Point of  Presence  ("POP")  access from  multiple  Internet  Service  Providers
("ISPs").

     Server  System  Specifications.  Our  proprietary  Server  System  has been
designed to be modular,  flexible,  and compatible with most relational database
products.  These  features  will  facilitate  reporting,  scheduling  and  batch
processing,  and permit us to send  targeted  advertising,  mass  mailings,  and
surveys to our customers based on their particular location or other demographic
information.  Additional  services  such as custom news,  stock  quotes,  games,
online  banking,  and other  content  will use  separate  servers  to ensure the
integrity of the tvemail  system and prevent  system crashes in the event that a
particular feature goes offline. In addition, our Server System incorporates the
following technical features:

o    C,C+ and Visual Basic  programming;
o    Online  maintenance of subscriber  information for log-in  synchronization,
     billing, account management and advertising management;
o    Easy interface  with other servers for optional  content  including  games,
     news services, and stock quotes;
o    Automatic conversion of Internet communications  protocols (SMTP, HTML, and
     GIF) to tvemail format.
o    Optional  storage of  non-compatible  e-mail  attachments on the server for
     forwarding to another e-mail address;
o    Form processing for online shopping and surveys; and
o    Debit and credit  card  billing  capabilities  for account  management  and
     online transactions.

Business Strategy.

     Our  business   objective  is  to  transform   advertising,   commerce  and
information  delivery for the consumer  mass market  through the tvemail  system
which  combines the  convenience  of television  with e-mail and limited  online
services. The principal elements of our business strategy include:

     Provide easy to use and cost-effective e-mail and online service access. We
offer customers easy to use and cost-effective  e-mail and online service access
that is  designed  to the  specific  demands  of  customers  who  have no  prior
experience  with  e-mail or the  Internet.  Our  tvemail  system is  designed to
function as a low cost  Internet  alternative  for  customers who want access to
e-mail and other online services, but want to avoid the cost and complexity of a
PC or NC based  system.  We intend to capitalize on our expertise in thin client
server  platforms  to develop new  products  and  services  based on our tvemail
platform that meet the specific requirements of individual consumers and private
communications  networks.  These products will offer higher performance and more
advanced  functionality  while  continuing to offer a simple and cost  effective
solution for our customers.

     Provide  compelling  value for  end-users.  While many  companies  focus on
providing content to people who have enough technical knowledge and appropriate

<PAGE>

equipment  to access and use the  Internet,  eNote is focused  on  bringing  the
convenience  and utility of e-mail and other online  services to the 65% of U.S.
households  that do not have PCs or Internet  access.  We  designed  the tvemail
system to provide a simple,  compact and cost effective alternative to PCs, NCs,
WebTV and other full scale Internet access products. In contrast to other online
services,  eNote does not require  consumers  to purchase or install any in-home
equipment.  To use the  tvemail  system,  a  consumer  needs  only her  existing
television, a phone line and the tvemail Client Hardware, which will be provided
without up-front cost when the customer signs a one-year service contract.

     Provide compelling value for advertisers and e-commerce  merchants.  Due to
the nature of the tvemail  system and our ability to sort our  customers  on the
basis  of  location  or  other  demographic  information,   advertisers,  online
merchants  and other  providers  of online  services  will be able to  carefully
target their promotions and surveys.

     Develop and expand multiple distribution  channels. We intend to distribute
our products through direct  advertising,  retail  merchants,  resellers and our
field sales team. To quickly reach a broad,  worldwide audience, we will seek to
establish a world-wide network of retailer merchants, wholesale distributors and
resellers.  We intend to develop multiple  distribution channels directed at the
specific needs of individual consumers and private networks.

     Aggressively  penetrate global markets.  We believe that the market for the
tvemail  system is global in scope and we will seek to rapidly deploy our Server
Systems in the United States, Canada, China, Europe, Latin America and Southeast
Asia. Due to the simplicity and low cost of the tvemail system, we believe it is
likely to become the  technology  of choice in less  developed  countries and we
intend to provide  local  content  directories  and user  interfaces in multiple
languages for the tvemail system as the demand arises.

     Create brand identity.  eNote intends to create an identity for its tvemail
system under the brand name  "tvemail" and has  registered  this service mark in
the United States and Canada.  We also intend to file service mark  applications
in several  countries.  eNote  believes that the creation of a brand identity is
important to its strategy to become the preferred  provider of e-mail and online
information services to households that do not presently have access to PC or NC
based  information  retrieval  systems.  By creating  consumer  awareness of the
tvemail  system,  eNote  believes  it will drive  penetration  in its  potential
markets and increase the pace at which consumers,  online service  providers and
e-commerce merchants recognize the service benefits of the tvemail system.

     Develop  Closed  Network  Applications.  While eNote  developed the tvemail
system for use as a mass market  consumer  product that would give our customers
easy  access to e-mail and other  online  services,  we believe  the  underlying
technology  platform has  significant  potential  for use in captive  commercial
systems where the  collection,  archiving  and  distribution  of internally  and
externally  generated  information  is  important.  Examples  of  the  potential
commercial  applications  for private  networks based on the tvemail  technology
include:

o    Hospitals and other health care  facilities  that need to collect,  archive
     and distribute patient information;
o    Nursing homes and other extended care  facilities  that need to communicate
     with physicians, staff and residents;
o    Hotels,   resorts  and  other   accommodations  that  need  to  effectively
     communicate with guests;
o    Colleges  and  universities  that need to  communicate  effectively  with
     resident students;
o    Community   organizations  that  need  to  effectively  communicate  with
     members; and
o    Other  organizations  where  televisions  are common and the collection and
     distribution of data is important.

Product Testing and Marketing.

     As noted above,  we expect fully  operational  beta  versions of our Server
Systems to be available for pilot deployment by the second quarter of 1999 and

<PAGE>

we intend to  conduct  field  trials of the entire  tvemail  system in the third
quarter of 1999.  Concurrently with our field testing of the consumer version of
the tvemail  system,  we will  commence  three field  trials for closed  private
networks  based on the tvemail  technology.  These pilot  scale  closed  network
studies,  when combined with feedback from our larger field trials of the public
tvemail system,  are expected to provide valuable user feedback that will enable
us  to  further   refine  the   tvemail   system   before   commencing   general
commercialization in the fourth quarter of 1999.

     eNote  will rely on a  multi-pronged  marketing  approach  for the  tvemail
system.  The principal  elements of our planned product roll-out to the consumer
market include:

o    An extensive television  infomercial campaign will be conducted; o Targeted
     advertising  directed at senior citizens who do not typically have Internet
     access  but would like to use e-mail for  communicating  with  friends  and
     family;
o    Targeted advertising directed at other affinity groups whose members do not
     typically  have  Internet  access  but would  like to use  e-mail and other
     online services;
o    Targeted advertising to families of college-aged children who frequently do
     not have  Internet  access but would  like to use  e-mail and other  online
     services;
o    Targeted  advertising to low income families who could not otherwise afford
     access to e-mail and other online services;

     In addition to our planned  roll-out to the consumer  market,  we intend to
conduct a focused marketing  campaign directed at potential  commercial users of
private tvemail systems, including:

o    A  customized  network  system  for  hospitals,  HMOs and other  healthcare
     providers,  tentatively named "ecare," that will enable health care workers
     to call up patient  medical  information  on demand and add  information to
     patient records on a real time basis,  thereby reducing required  paperwork
     and increasing efficiency in diagnosis;
o    A  customized  network  system for hotels and  resorts,  tentatively  named
     "eguest," for the management of guest  communications  and the distribution
     of detailed information on upcoming events and local services; and
o    A customized  network  system for colleges  and  universities,  tentatively
     named  "ecampus,"  for the  management  of student  communications  and the
     distribution of detailed  information on campus  services,  upcoming events
     and other material;

     We intend to provide the Client Hardware and associated  online service for
a flat fee of $9.95 per month.  Our  proposed  service  will  include  unlimited
e-mail  access,  daily  news,  weather,  sports,  catalog  shopping,  fast  food
delivery,  and other  consumer  services.  We believe the principal  factor that
distinguishes the tvemail system from traditional  Internet service providers is
our ability to send and deliver the user's  mail  automatically  without  direct
user involvement.

     eNote plans to aggressively  pursue partnerships with local ISPs and online
service  providers such as banks and utilities for  co-marketing  of the tvemail
system. In addition,  traditional advertising via print, radio, and infomercials
will  heighten  brand and product  awareness on a regional  and national  scale.
eNote also plans to mount an online  marketing effort for the tvemail system via
banner ads, direct e-mails, and online promotions. Targets for the online effort
include  people who have a PC but not at home, and friends and family of avid PC
users.  Points of purchase  will include a 1-800 number,  the tvemail  web-site,
infomercials, and retail distribution locations.

Research and Development.

     Since 1996, Navis has been actively involved in the design, development and
testing of components,  embedded  software and server systems  necessary for the
effective  deployment  of the tvemail  system.  Substantially  all of our Client
Hardware and Server Systems are in the final Beta prototype stage. Because of

<PAGE>

the high levels of  technical  expertise  required  for the  development  of our
products,  we  have  established  a  close  working  relationship  with  the  NC
Consortium  and a number of  strategic  alliances  described  elsewhere  herein.
Substantially  all of our  activities  to date have  been  financed  by  capital
contributions from the founder of Navis,  subordinated third-party debt that was
converted into equity in connection  with the Navis  Transaction,  and cash flow
from  operations.  It is expected that we will be required to pay all future R&D
costs from our own resources and may require  additional R&D funding to complete
the development  and  commercialization  of our existing and proposed  products.
Features being explored for inclusion in our second and third-generation tvemail
devices include:

o    MSR and smart card capability, for online purchases and bill paying
o    Voice mail capability
o    Digital camera support
o    Flash ROM for full portability
o    Modular upgrade for full web browsing
o    Universal control with input devices
o    Voice recognition
o    Spyglass or comparable thin client web browser for unrestricted browsing

Employees.

     As of the date of this Report, we have nine full-time employees,  including
our three executive  officers,  two part-time  employees and several consultants
who are employed on a full-time basis by others.  Within the next twelve months,
we  expect to hire 20  additional  employees  in the  technology  and  marketing
departments. eNote is not subject to any collective bargaining agreements and we
consider our relations with employees to be good. All of eNote  employees in the
technical  area  are  all  highly  experienced  electrical  engineers,  advanced
computer programmers, internet specialists and product marketing people.

     In addition to our  executive  officers,  we also rely on the education and
experience of several key technical  employees who have been instrumental in the
development of the tvemail system.  Each of the technical  employees  identified
below has entered into an  employment  agreement  with the Company that provides
for a negotiated annual salary,  participation in our stock option plans, annual
incentive  bonuses  at the  discretion  of the Board of  Directors,  the  fringe
benefits  offered  generally to our employees,  and  reimbursement  for expenses
incurred for the benefit of the Company.  The  agreements  also prohibit  direct
competition for a period of two years after termination of employment. Under the
terms of these agreements, the employees identified below are required to devote
substantially all of their business time to the affairs of the Company.

Legal Proceedings.

     As of the date of this Report, there are no legal proceedings involving the
Company or the tvemail system.

Certain Important Risk Factors.

     We may  experience  difficulties  implementing  our  marketing and business
plans.  Navis began operations and has spent the last three years developing the
tvemail  technology.  We have not yet derived any revenues  from the sale of our
tvemail product to consumers.  As a result,  our operating,  sales and marketing
and other  strategies  are still being  developed,  and we do not have a history
which  may give us or you an  indication  of how we may  respond  to  situations
presented to us. If we are not  successful  in  implementing  our  marketing and
business  plans  on  a  timely  basis  or  otherwise  effectively  managing  our
development,  our business,  operating  results and financial  condition will be
materially and adversely affected.

     If we  continue  to  incur  losses,  we may  not be  able  to  finance  the
commercial  deployment of the tvemail system. While Navis operated profitably in
1996 and 1997, it experienced  losses and had negative cash flow in each quarter
of 1998,  and we expect to  continue  to operate  at a loss for the  foreseeable
future. For us to make a profit, we need introduce the tvemail system to the

<PAGE>

market and obtain  sufficient  levels of sales at a low enough  cost to generate
and operating  profit. If we are not able to do so, our losses may extend beyond
the  foreseeable  future  and we may  not be  able  to  finance  the  commercial
deployment, development and enhancement of the tvemail system.

     We may be unable to obtain necessary  additional capital to fund operations
in the future.  To date, we have funded  operations  primarily  through  private
sales of equity  and  convertible  debt  securities.  If we are unable to obtain
additional  financing  on  terms  acceptable  to us  as  needed,  our  business,
operating  results and financial  condition  would be  materially  and adversely
affected.  Our  capital  requirements  in the  future  will  depend on  numerous
factors, including:

o    the rate of  acceptance of the tvemail  system by  consumers,  advertisers,
     e-commerce companies and online service providers,
o    our ability to  maintain  and expand the number of  subscribers,  and o the
     expansion of our marketing activities into foreign countries.

     We  cannot  accurately  predict  the  timing  and  amount  of  our  capital
requirements.  Any additional equity financing, if available, may be dilutive to
our  stockholders,  and debt financing,  if available,  may involve  significant
restrictions on our financing and operating activities.

     Because television-based e-mail and online service access is new, we cannot
be certain  that a market or  sustainable  demand for the  tvemail  system  will
develop. The market for television-based e-mail and online service access is new
and evolving,  and no single technology or approach to providing this access has
yet been broadly adopted by consumers.  As a result,  we cannot guarantee that a
market for television-based  e-mail and online service access in general, or for
the tvemail  system in  particular,  will develop or that demand for the tvemail
system will be sustainable. If the market does not develop, develops more slowly
than expected or becomes  saturated with  competitors,  our business,  operating
results, and financial condition will be materially and adversely affected.

     The  competitive  market for e-mail  and  online  service  access may limit
demand or  pricing  for the  tvemail  system.  We expect to  experience  intense
competition.  Many companies  provide e-mail and online service access and other
services,  which provide functionality superior to those included in the tvemail
system.  As a result of this  competition,  demand  for the  tvemail  system may
suffer,  we may be restricted in the service rates we can charge for the tvemail
system and our business,  financial  condition and results of operations  may be
adversely  affected.  Competitors  provide their  services  through a variety of
technologies,  which are in various stages of implementation and adoption.  Many
of our competitors have significantly greater financial,  technical,  marketing,
distribution,  customer support, other resources,  name recognition,  compelling
content and access to consumers,  advertisers and online service  providers than
we have.

     We are subject to capacity constraints and system failures.  The ability of
the  tvemail  system to  accommodate  a  substantial  number of users is not yet
known. We cannot assure you that we will be able to provide reliable performance
and error free  service as the number of  subscribers  grows.  In  addition,  as
subscriber  penetration grows it may be necessary for our local ISPs to purchase
additional equipment, and we cannot assure you that they will do so.

     The  performance  of the tvemail  system is also  subject to  reduction  in
performance  and  interruption  from human errors,  telecommunication  failures,
computer  viruses and similar  events.  Any of these  problems in our systems or
those of our local ISPs could result in reduced  subscriber demand. We expect to
experience  performance  reduction and service  interruptions from time to time.
Our  failure  to  provide  uninterrupted  service  at  a  level  of  performance
acceptable  to  our  customers  would  have a  material  adverse  effect  on our
business, financial condition and results of operations.

     We may have  liability  for  information  retrieved  and  replicated on the
internet.  Claims for negligence,  copyright or trademark  infringement or other
legal  theories could be made against us because  information  can be downloaded
and redistributed by users of the tvemail system. Copyright and trademark laws

<PAGE>

are evolving both  domestically and  internationally  and we are uncertain as to
their  applicability  to the tvemail  system.  The  imposition  of liability for
information  carried by us would have a material adverse effect on our business,
operating results and financial condition.

     We may have liability for e-commerce transactions. As part of our business,
we are seeking to enter into agreements with content providers,  advertisers and
e-commerce  merchants  under which we will  receive a share of revenue  from the
purchase  of  goods  and  services  by  users  of  the  tvemail  system.   These
arrangements  may  expose  us  to  additional  legal  risks  and  uncertainties,
including potential liabilities to consumers of these products and services. Our
insurance may not cover potential  claims of this type or may not be adequate to
indemnify us for all liability that may be imposed.

     We could become subject to burdensome  government  regulation which affects
our ability to offer our service or which affects demand for our service. We are
subject to varying degrees of federal,  state,  local and foreign  regulation as
well as laws  enacted by the U.S.  Congress and other  governments.  The Federal
Communications  Commission  has  established  regulations  that among things set
licensure,  installation and equipment  standards for communications  systems. A
number of these regulations will apply to the tvemail system and compliance with
existing and future  regulations  may increase our cost of providing the tvemail
service, or otherwise damage the competitive position of the tvemail service.

     It is also anticipated that due to the increasing popularity and use of the
Internet,  it will be subject to increased attention and regulation.  These laws
and regulations may regulate  issues such as user privacy,  defamation,  network
access,  pricing,  taxation,  content,  quality of  products  and  services  and
intellectual  property  ownership and  infringement.  These laws and regulations
could expose us to  liability,  materially  increase  our cost of providing  our
service,  and decrease the growth and  acceptance of the Internet in general and
access to the Internet over cable systems.

     Our  business  would  suffer  if we were to lose the  services  of  Messrs.
Varsames and Richards or other key personnel. Our success depends in significant
part  upon  the  continued  service  of our  key  technical,  sales  and  senior
management  personnel,  particularly  Messrs.  Varsames and  Richards,  who have
significant  relevant  experience in the development of thin client  information
retrieval  systems.  Our  future  success  will also  depend on our  ability  to
attract,   train,  retain  and  motivate  highly  qualified  senior  management,
technical,   marketing  and  sales  personnel.  Because  competition  for  these
personnel is intense, we cannot assure you that we will be able to do so.

     Your ability to influence the outcome of stockholder votes will be limited.
After giving  proforma  effect to the conversion of the Preferred  Stock and the
exercise of the Warrants,  Friedlander will beneficially own 7,000,000 shares of
Common Stock and John Varsames will  beneficially own 7,100,000 shares of Common
Stock. These ownership  positions will each account for approximately 41% of the
outstanding  common stock.  Accordingly,  Friedlander and Mr. Varsames will each
have the voting power to exercise  substantial  control over the election of our
board of directors and all votes on matters requiring stockholder approval. This
concentration  of ownership may also have the effect of delaying or preventing a
change in control of our company.

     Year 2000 risks may  adversely  affect eNote and the demand for the tvemail
system.  Year  2000  problems  experienced  by us or  any  third  parties  could
materially adversely affect our business.  Additionally,  demand for the tvemail
system would suffer if the Internet experiences serious disruptions arising from
the Year 2000 problem. We cannot guarantee you that our own systems will be Year
2000 compliant in a timely manner,  that any of our local ISPs will be Year 2000
compliant in a timely manner, or that there will not be problems with technology
systems working together.  We also cannot guarantee that the Internet generally,
and the tvemail system  specifically,  will continue without serious disruptions
arising from the Year 2000 problem.  Given the pervasive nature of the Year 2000
problem,  we cannot  guarantee that  disruptions in other  industries and market
segments will not adversely affect our business.  Moreover, the costs related to
Year 2000 compliance could be significant.

<PAGE>

     Anti-takeover provisions in our charter documents could discourage unwanted
takeover  attempts and could reduce the  opportunity  for  stockholders to get a
premium for their  shares.  We are subject to Delaware laws and to provisions of
our  certificate  of  incorporation  and  by-laws  that could have the effect of
delaying, deterring or preventing a change in control of eNote. As a result, our
management  could attempt to utilize these laws and  provisions to discourage or
reject  unsolicited  bids to  acquire  us,  including  bids that would have paid
stockholders a premium over the then current market price of their shares.

     Substantial  sales of our common  stock  could lower our stock  price.  The
market  price for our  common  stock  could drop as a result of sales of a large
number of our presently  outstanding  shares, or the perception that these sales
could occur.  These  factors also could make it more  difficult  for us to raise
funds through future offerings of our common stock.

     Our results can materially differ from those forecasted or expressed in the
forward-looking  statements  contained  in this  Report.  This  Report  contains
forward-looking  statements that are not historical  facts, but rather are based
on our current  expectations,  estimates and projections  about eNote's industry
and  our  beliefs  and  assumptions.  Words  such as  "anticipates,"  "expects,"
"intends," "plans," "believes," "seeks," "estimates" and similar expressions are
intended  to  identify  forward-looking  statements.  These  statements  are not
guarantees of future  performance  and are subject to some risks,  uncertainties
and other  factors,  many of which are  beyond our  control,  are  difficult  to
predict and could cause actual results to differ materially from those expressed
or forecasted  in the  forward-looking  statements.  We caution you not to place
undue  reliance  on  these   forward-looking   statements,   which  reflect  our
management's  view only as of the date of this Report.  We are not  obligated to
update these  statements or publicly release the result of any revisions to them
to reflect events or  circumstances  after the date of this Report or to reflect
the occurrence of unanticipated events.

Item 5. Other Events

     The  Friedlander  Transaction.  On  April  6,  1999,  the  Registrant  sold
5,000,000 shares of Preferred Stock and 2,000,000  Warrants to Friedlander for a
total cash consideration of $5,000,000.

     Until the fifth anniversary of the date of the Friedlander transaction,  or
until  Friedlander  is the  beneficial  owner of less than 10% of the issued and
outstanding  voting  securities  of  the  Registrant,  whichever  occurs  first,
Friedlander  shall be entitled to appoint two members of the Registrant's  Board
of Directors.  For so long as  Friedlander is entitled to appoint two members of
the Registrant's  Board of Directors,  the total number of members  constituting
the entire Board of Directors shall not exceed seven.

Description of Preferred Stock

     Class  and  Number  of  Shares.  The  authorized  Preferred  Stock  of  the
Registrant  consists of 5,000,000 shares of $0.01 par value Preferred Stock. All
5,000,000  authorized  shares  of  Preferred  Stock  were  issued  and  sold  to
Friedlander   International   Limited  in   connection   with  the   Friedlander
transaction.  The  Preferred  Stock has a stated value of $1 per share and ranks
senior to the Common  Stock  with  respect to the  distribution  of assets  upon
liquidation, dissolution or winding up.

     Anti-dilution Protection. The Preferred Stock contains typical antidilution
provisions, and also provides that the number of shares of Common Stock issuable
upon  conversion  of the  Preferred  Stock shall be subject to adjustment in the
event  that the  Registrant  shall,  at any time prior to the  completion  of an
underwritten  secondary offering of Common Stock which has been registered under
the  Securities  Act  of  1933,  effect  a  sale  of  Common  Stock,  securities
convertible  into common stock, or rights to purchase Common Stock which has not
been  expressly  approved in writing by a majority in interest of the holders of
Preferred Stock.

     Dividends.  The holders of Preferred Stock are not entitled to any dividend

<PAGE>

preference  but will  share  ratably  with the  holders  of Common  Stock in all
dividends  that may be  declared  by the Board of  Directors.  For  purposes  of
calculating the dividends,  if any,  payable to the holders of Preferred  Stock,
the Registrant will determine the number of shares of Common Stock that would be
issuable if the Preferred Stock had been converted into Common Stock immediately
prior to the record date, and then  determine the per share dividend  payable to
holders of Preferred Stock.

     Liquidation  Preference.  In  the  event  of  a  voluntary  or  involuntary
liquidation,  dissolution  or  winding  up of the  Registrant,  the  holders  of
Preferred Stock are entitled to receive a liquidation preference of $1 per share
before any  distribution  of assets is made to holders  of Common  Stock.  After
payment  of the full  liquidation  preference,  the  holders  of  shares  of the
Preferred Stock will share  proportionally  with the holders of shares of Common
Stock in any additional distribution of the Registrant's assets.

     Voting  Rights.  The  holders of  Preferred  Stock (a) are  entitled to the
number of votes equal to the number of shares of Common  Stock into which shares
of  Preferred   Stock  could  be  converted  as  of  the  record  date  for  the
determination  of  stockholders  entitled to vote on such matters,  and (b) have
voting  rights  and powers  equal to the voting  rights and powers of the Common
Stock. Except as required by law, the holders of Preferred Stock and the holders
of Common  Stock  shall  vote  together  as a single  class and not as  separate
classes.

     So long as any Preferred  Stock is outstanding,  the Registrant  shall not,
without the  affirmative  vote of the holders of at least 66% of all outstanding
shares of Preferred Stock,  voting  separately as a class,  (i) amend,  alter or
repeal any provision of the  Certificate of  Incorporation  or the Bylaws of the
Registrant  so  as  to  adversely  affect  the  relative  rights,   preferences,
qualifications,  limitations or  restrictions  of the Preferred  Stock,  or (ii)
effect any reclassification of the Preferred Stock.

     Optional Conversion.  The holders of Preferred Stock have the right, at any
time,  to convert each share of Preferred  Stock into one share of Common Stock.
The Conversion Ratio will be subject to adjustment in certain events, including:
(i) stock splits and  subdivisions  of the Common Stock;  (ii)  combinations  or
consolidations  of the Common  Stock;  and (iii) future  sales of Common  Stock,
securities  convertible  into Common Stock,  or rights to purchase  Common Stock
which have not been  expressly  approved in writing by a majority in interest of
the holders of Preferred  Stock.  No adjustment in the Conversion  Ratio will be
required to be made until  cumulative  adjustments  aggregate  1% or more of the
Conversion  Ratio as last  adjusted;  however,  any adjustment not made shall be
carried forward.

     In case of any  reclassification  of the Common Stock, any consolidation of
the  Registrant  with, or merger of the Registrant  into, any other person,  any
merger of any person  into the  Registrant  (other  than a merger  that does not
result in any reclassification of, or change in the outstanding shares of Common
Stock),  any sale or transfer of all or  substantially  all of the assets of the
Registrant  (other than a sale-lease back,  collateral  assignment,  mortgage or
other similar financing  transaction),  or any compulsory share exchange whereby
the Common Stock is converted into other  securities,  cash or other properties,
then  provision  shall  be  made  that  the  holders  of  Preferred  Stock  then
outstanding  shall have the right thereafter to convert the Preferred Stock into
the kind and amount of securities,  cash or other property  receivable upon such
reclassification,  consolidation,  merger, sale, transfer or share exchange by a
holder  of the  number  of  shares of Common  Stock  into  which  such  share of
Preferred   Stock  might  have  been   converted   immediately   prior  to  such
reclassification, consolidation, merger, sale, transfer or share exchange.

     No fractional  shares of Common Stock will be issued upon conversion,  but,
in lieu thereof,  an  appropriate  amount will be paid in cash by the Registrant
based on the  Closing  Price for the shares of Common  Stock on the  trading day
before the date of conversion.

     Automatic Conversion.  If the Registrant  successfully completes and closes
on an  underwritten  secondary  offering  of  Common  Stock  which  has been (a)

<PAGE>

approved in writing by a majority in interest of the holders of Preferred Stock,
and (b)  registered  under the  Securities  Act of 1933, all shares of Preferred
Stock then  outstanding  shall  immediately and  automatically be converted into
shares of Common Stock.

     Registration  Rights.  The  holders of  Preferred  Stock have been  granted
unlimited  "piggy-back"  registration  rights  and two (2)  demand  registration
rights for the shares of Common Stock issued or issuable upon  conversion of the
Preferred Stock.  Notwithstanding the foregoing,  the holders of Preferred Stock
may not  exercise  their  demand  registration  rights  until 180 days after the
effective date of any registration statement for a public offering of securities
by the Registrant where the holder was afforded an opportunity to sell shares of
Common Stock pursuant to the piggy-back registration rights.

Description of Warrants

     Class  and  Number  of  Warrants.  In  connection  with  the  Friedlander
transaction,  the Registrant  authorized and issued  2,000,000  Warrants.  The
Warrants  are  exercisable,  at a price of $1 per share,  at any time prior to
3:30 p.m., E.S.T. on March 31, 2004.

     Anti-dilution   Protection.   The  Warrant   Agreement   contains   typical
antidilution  provisions  and also  provides that the number of shares of Common
Stock  issuable upon exercise of the Warrants  shall be subject to adjustment in
the event that the Registrant  shall,  at any time prior to the completion of an
underwritten  secondary offering of Common Stock which has been registered under
the  Securities  Act  of  1933,  effect  a  sale  of  Common  Stock,  securities
convertible  into common stock, or rights to purchase Common Stock which has not
been  expressly  approved in writing by a majority in interest of the holders of
Preferred Stock.

     Redemption of Warrants.  Until April 1, 2000, the Registrant may repurchase
up to 500,000  Warrants for a redemption  price which is equal to the greater of
$3 per  Warrant,  or the average  closing bid price of the  Registrant's  Common
Stock during the 30 calendar days  immediately  preceding the date of the notice
of  redemption.  During the period  between April 2, 2000 and April 1, 2001, the
Registrant may repurchase up to 500,000  Warrants (or 1,000,000  Warrants if the
first redemption option was not exercised) for a redemption price which is equal
to the  greater  of $7 per  Warrant,  or the  average  closing  bid price of the
Registrant's Common Stock during the 30 calendar days immediately  preceding the
date of the notice of  redemption.  During the period  between April 2, 2001 and
April 1, 2002, the Registrant may repurchase all remaining  unexercised Warrants
for a redemption price which is equal to the greater of $10 per Warrant,  or the
average  closing  bid  price of the  Registrant's  Common  Stock  during  the 30
calendar  days  immediately  preceding  the date of the  notice  of  redemption.
Notwithstanding  the  generality of the  foregoing,  if the  Registrant  mails a
notice of  redemption  and the  Warrantholder  exercises  the number of Warrants
called for  redemption in such notice within 10 days of the date of such notice,
then  notice of  redemption  shall be null and void and the  number of  Warrants
subject  to  redemption  by the  Registrant  shall be  reduced  by the number of
Warrants so exercised.

     Registration  Rights.  The holders of Warrants have been granted  unlimited
"piggy-back"  registration rights and two (2) demand registration rights for the
shares of Common  Stock  issued  or  issuable  upon  exercise  of the  Warrants.
Notwithstanding  the  foregoing,  the holders of Warrants may not exercise their
demand  registration  rights  until  180 days  after the  effective  date of any
registration  statement for a public  offering of  securities by the  Registrant
where the holder was  afforded an  opportunity  to sell  shares of Common  Stock
pursuant to the piggy-back registration rights.

Item 6. Resignations of Directors and Executive Officers.

     No director has resigned or declined to stand for  re-election to the Board
of Directors since the date of the last annual meeting of  stockholders  because
of  any  disagreement  with  the  Registrant  on  any  matter  relating  to  the
Registrant's operations, policies or practices.

<PAGE>

     Under  the  terms  of  the   Transactions,   Friedlander   and  the  former
stockholders  of Navis have the right to replace the current  board of directors
with their own nominees.  Three of the New Directors  have been nominated by the
former  stockholders  of  Navis  and two New  Directors  will  be  nominated  by
Friedlander.  The former  stockholders  of Navis have nominated John R. Varsames
and Michael T. Grennan to serve as directors of eNote (the "New Directors"). The
proposed changes in our board of directors will not become effective and the New
Directors  will not assume  office  until 10 days  after we file an  Information
Statement  and Notice of Change in the Majority of the Board of  Directors  with
the SEC and send copies of the Notice to our  stockholders.  At that time, Sally
A. Fonner will appoint the New Directors and then resign as a director.
Thereafter, the New Directors will manage our business.

     Our Board does not currently have any committees.  After the appointment of
the  New  Directors,  the  Board  intends  to  form  an  Audit  Committee  and a
Compensation Committee. The Audit Committee will review the services provided by
our independent accountants, consult with our independent accountants on audits,
review  certain  filings  with  the  SEC,  assess  need  for  internal  auditing
procedures  and assess the  adequacy  of  internal  controls.  The  Compensation
Committee will determine executive  compensation and review transactions between
the Company and our affiliates, including any associates of affiliates.

     Compensation  of Executive  Officers and  Directors.  Ms.  Fonner has not
received any cash  compensation  for services  performed  during the two years
prior to the  Transaction.  In  connection  with  the  plan of  reorganization
approved by  Webcor's  stockholders,  certain  persons  designated  by Capston
received  540,000  shares of Common Stock for  administrative  and  management
services.  Ms. Fonner received 180,600 shares of Common Stock for her personal
account.

     Executive  Employment  Contracts.  There  are  no  employment  agreements
between  the  Registrant  and  any of its  current  or  former  officers.  The
Registrant intends to enter into employment agreements with Messrs.  Varsames,
Grennan, and Richards.

ITEM 7. Financial Statements and Exhibits

(a)     Financial statements of acquired business.

        As  permitted  by  Item  7(a)(4)  of Form  8-K,  the  audited  financial
        statements  of the acquired  business will be filed within 60 days after
        the date of this Report

(b)     Pro forma financial information.

        As permitted by Item 7(a)(4) of Form 8-K,  complete pro forma  financial
        statements of the Registrant and its recently  acquired  subsidiary will
        be filed within 60 days after the date of this Report.

(c)     Exhibits.

   (2.1)  Reorganization  Agreement,  dated April 5, 1999, between and among the
          Registrant,  Navis Technologies Limited, and the stockholders of Navis
          Technologies, Limited
   (4.1)  Certificate  of Powers,  Designations,  Preferences  and Rights of the
          Convertible  Preferred  Stock Par Value $0.01 Per Share of  eNote.com,
          Inc.
   (4.2)  Form of  Certificate  for the $0.01 par  value  Convertible  Preferred
          Stock eNote.com, Inc.
   (4.3)  Common Stock Purchase  Warrant dated April 6, 1999 between  eNote.com,
          Inc. and Friedlander International Limited
   (10.1) Purchase and Sale  Agreement  dated April 6, 1999  between  eNote.com,
          Inc. and Friedlander International Limited

                                   Signature

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

<PAGE>

eNote.com Inc., a Delaware corporation
(formerly known as Webcor Electronics, Inc.)
April 20, 1999


By:  /s/
   -------------------------------------------
     John R. Varsames, Chief Executive Officer