<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-QSB


     /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For The Quarterly Period Ended June 30, 1998

                                       or


          / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to

                        Commission file number: 000-20865

                                   e-Net, Inc.
             (Exact name of registrant as specified in its charter)



             Delaware                                     52-1929282
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                        Identification No.)

             12800 Middlebrook Road, Suite 200, Germantown, MD 20874
               (Address of principal executive offices) (Zip Code)

                                 (301) 601-8700
              (Registrant's telephone number, including area code)

                                 Not applicable
         (Former name, former address and former fiscal year, if changed
                               since last report.)

                   Check whether the issuer (1) has filed all
             reports required to be filed by Section 13 or 15(d) of
                         the Securities Exchange Act of
                1934 during the preceding 12 months (or for such
            shorter periods 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 
                                      ---  ---

                The number of shares of the Regristrant's common
                  stock, $.01 par value per share, outstanding
                       as of August 4, 1998 was 8,220,924.

           Transitional small business disclosure format (check one):
                                  Yes   No X
                                     ---  ---

          The exhibit index appears in sequentially numbered page: N/A


                                       1

<PAGE>





                                TABLE OF CONTENTS

                          PART I. FINANCIAL INFORMATION

<TABLE>
<CAPTION>

                                                                                             Page

Item 1. Financial Statements (Unaudited)

<S>                                                                                             <C>
        Accountants' Review Report . . . . . . .. . . . . . . . . .  . . . . . . . . . . . . .  3

        Balance Sheets as of June 30 and March 31, 1998 . . . . . . . . . . . . . . . . . .. .  4

        Statements of Operations for the three months ended June 30, 1998 and 1997. . . . .. .  5

        Statements of Cash Flows for the three months ended June 30, 1998 and 1997. . . . ..    6

        Statements of Stockholders' Equity as of June 30, 1998. . . . . . . . . . . . . . .. .  7

        Notes to  Financial Statements . . . . . . . . . . .  . . . . . . . . . . . . . . . . .  8

Item 2. Management's Discussion and Analysis or Plan of Operations   . . . . . . . . . . .  .. . 9


                           PART II. OTHER INFORMATION

Item 2. Changes in Securities        . . . . . . . . . . . . . . . . . . . . . . . . . . .  ..    13

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . .  ..    13

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      14

</TABLE>


                                       2

<PAGE>








Board of Directors
e-Net, Inc.


We have reviewed the accompanying balance sheet of e-Net, Inc. (a Delaware
Corporation) as of June 30, 1998, and the related statements of operations,
stockholders' equity and cash flows for the three-month period then ended. These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of March 31, 1998, and the related statements of
operations, stockholders' equity and cash flows for the year then ended (not
presented herein), and in our report dated May 27, 1998, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying condensed balance sheet as of March
31, 1998, is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.


                                                              Grant Thornton LLP

Vienna, Virginia
August 7, 1998



                                       3

<PAGE>


                                   e-NET, INC.
                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>

                                                                             June 30, 1998               March 31, 1998
                                                                             -------------               --------------
                                                                              (Unaudited)                   (Audited)
<S>                                                                         <C>                          <C>
 Current Assets
    Cash and cash equivalents                                               $      9,726,123              $      855,743
    Short-term investments, at market                                              3,878,085                     960,248
    Accounts receivable                                                              649,965                     334,602
    Inventory                                                                        277,209                     202,917
    Prepaid expenses                                                                 192,518                     176,264
                                                                            ----------------              --------------

Total Current Assets                                                              14,723,900                   2,529,774

Deposits and Other Assets                                                             14,821                      14,821

Property, and Equipment, Net                                                         468,111                     372,403

Software Development Costs, Net                                                      780,698                     805,188
                                                                            ----------------              --------------

                                                                            $     15,987,530              $    3,722,186
                                                                            ----------------              --------------
                                                                            ----------------              --------------


                      LIABILITIES AND STOCKHOLDERS' EQUITY

 Current Liabilities
    Accounts payable--trade                                                          417,496                     314,010
    Accrued liabilities                                                              475,799                     561,093
                                                                            ----------------              --------------

Total Current Liabilities                                                            893,295                     875,103

Long Term Debt                                                                             -                           -
                                                                            ----------------              --------------
Total Liabilities                                                                    893,295                     875,103

 Stockholders' Equity
    Common stock, $.01 par value, 50,000,000 shares
        authorized, 8,220,924 and 5,750,000 shares outstanding
        at June 30 and March 31, 1998, respectively                                   82,209                      57,500
    Stock subscriptions and notes receivable                                             (23)                        (46)
    Additional paid-in capital                                                    28,264,688                  14,163,090
    Retained deficit                                                             (13,252,639)                (11,373,461)
                                                                            ----------------              --------------


Total Stockholders' Equity                                                        15,094,235                   2,847,083
                                                                            ----------------              --------------

                                                                            $     15,987,530              $    3,722,186
                                                                            ----------------              --------------
                                                                            ----------------              --------------

</TABLE>

The accompanying notes are an integral part of these statements.


                                       4

<PAGE>


                                   e-NET, INC.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                           Three Months Ended June 30,

<TABLE>
<CAPTION>

                                                      1998           1997
                                                  -----------    -----------
<S>                                               <C>            <C>        
Sales
    Products                                      $   303,895    $     1,170
    Services                                          129,375         86,834
                                                  -----------    -----------
Total sales                                           433,270         88,004

Cost of Product Sold and Service Provided
    Products                                          190,323            630
    Services                                           43,248         37,943
                                                  -----------    -----------
Total cost of product sold and service provided       233,571         38,573

Gross Profit                                          199,699         49,431

 Operating Expenses
    Selling, general and administrative             1,532,884        638,549
    Research and development                          554,737         22,992
                                                  -----------    -----------

Loss from Operations                               (1,887,922)      (612,110)

 Interest and Financing Charges
    Interest and financing expense                       --          (10,103)
    Other expenses                                    (68,789)       (32,213)
    Interest income                                    77,533         67,109
                                                  -----------    -----------
Loss Before Income Taxes                           (1,879,178)      (587,317)

Income Tax Provision                                     --             --
                                                  -----------    -----------

Net Loss                                          $(1,879,178)   $  (587,317)
                                                  -----------    -----------
                                                  -----------    -----------

Loss per Share                                    $      (.28)   $      (.11)
                                                  -----------    -----------
                                                  -----------    -----------

Weighted Average Shares Outstanding                 6,795,362      5,585,165
</TABLE>


The accompanying notes are an integral part of these statements.


                                       5

<PAGE>


                                   e-NET, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                           Three Months Ended June 30,

<TABLE>
<CAPTION>

                                                                                       1998                     1997
                                                                                    ----------                ---------

<S>                                                                         <C>                      <C>                 
 Increase (Decrease) in Cash and
    Cash Equivalents

 Cash Flows from Operating Activities
    Net loss                                                                $         (1,879,178)    $          (587,317)
    Adjustments to reconcile net loss to net cash from
      operating activities
        Depreciation and amortization                                                    109,556                  10,000
   Stock-based compensation                                                               13,388                     -
        Changes in operating assets and liabilities
          (Increase) in accounts receivable                                             (315,362)                (24,735)
          (Increase) in inventory                                                        (74,292)                (71,317)
          (Increase) in prepaid expenses, deposits and other assets                      (16,255)               (166,510)
          Increase (Decrease) in accounts payable
              and accrued liabilities                                                     18,192                 (73,823)
                                                                              ------------------      ------------------

Net Cash Used in Operating Activities                                                 (2,143,951)               (913,702)
                                                                              ------------------      -------------------

Cash Flows from Investing Activities
    Capital expenditures                                                                (150,774)                (64,161)
    Capitalized software development costs                                               (30,000)               (130,745)
    Investment in short term securities                                               (2,917,837)             (2,802,973)
                                                                              -------------------     -------------------

Net Cash Used in Investing Activities                                                 (3,098,611)             (2,997,879)
                                                                              ------------------      -------------------

 Cash Flows from Financing Activities
    Netproceeds from private placement of common stock and exercise of 
       common stock warrants in 1998 and initial public offering
       of common stock in 1997                                                        14,088,210               5,870,082
    Issuance of common stock                                                              24,709                  15,000
Payments of common stock subscriptions receivable                                             23                       -
    Payments on capital leases                                                               -                    (2,286)
                                                                              ------------------      ------------------

Net Cash Provided by Financing Activities                                             14,112,942               5,882,796
                                                                              ------------------      ------------------

Net Increase in Cash and Cash Equivalents                                              8,870,380               1,971,215

Cash and Cash Equivalents at Beginning of Period                                         855,743                 379,441
                                                                              ------------------      ------------------

Cash and Cash Equivalents at End of Period                                  $          9,726,123     $         2,350,656
                                                                              ------------------      ------------------
                                                                              ------------------      ------------------

 Supplemental Disclosures:
    Income Taxes Paid                                                       $                 -      $                -
                                                                              ------------------      ------------------
                                                                              ------------------      ------------------

    Interest Paid                                                           $                -       $               103
                                                                              ------------------      ------------------
                                                                              ------------------      ------------------

</TABLE>


The accompanying notes are an integral part of these statements.

<PAGE>


                                   e-NET, INC.
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>
<CAPTION>

                                       Common Stock          Stock
                                 -----------------------  Subscriptions  Additional                      Total
                                     No. of                and Notes      Paid-in         Retained    Stockholders'
                                     Shares       Amount   Receivable     Capital          Deficit       Equity
                                 ------------   ---------   --------    ------------     ----------   ------------  
<S>                                 <C>         <C>         <C>         <C>             <C>            <C>          
Balance, April 1, 1998              5,750,000   $  57,500   $    (46)   $ 14,163,090    $(11,373,461)  $ 2,847,083

Sale of common stock
   in private placement               750,000       7,500       --         5,114,188           --        5,121,688

Exercise of common stock
   warrants                         1,720,924      17,209       --         8,974,022           --        8,991,231


Stock-based compensation                 --          --         --            13,388           --           13,388

Payment of stock subscriptions           --          --           23            --             --               23

Net loss                                 --          --         --              --       (1,879,178)    (1,879,178)
                                 ------------   ---------   --------    ------------     -----------   ------------

Balance, June 30, 1998              8,220,924   $  82,209   $    (23)   $ 28,264,688   $(13,252,639)   $15,094,235
                                 ------------   ---------   --------    ------------   -------------   ------------
                                 ------------   ---------   --------    ------------   -------------   ------------

</TABLE>




The accompanying notes are an integral part of these statements.


                                       7

<PAGE>


                                   e-NET, INC.
                          NOTES TO FINANCIAL STATEMENTS

NOTE A--BASIS OF PRESENTATION

         The accompanying unaudited financial statements include the accounts of
e-Net, Inc. (the "Company"). Such statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and pursuant to the regulations of the Securities and Exchange Commission;
accordingly, they do not include all of the information and notes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments considered necessary for a fair
presentation (consisting of normal recurring accruals) have been included. The
results of operations for the quarter ended June 30, 1998 are not necessarily
indicative of the results for the fiscal year ending March 31, 1999. The
accompanying unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in the Company's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1998.

NOTE B--SIGNIFICANT TRANSACTIONS

Private Placement Transaction

         In April 1998, the Company offered for sale to accredited investors
750,000 shares of the Company's restricted common stock, par value $.01 per
share, at $7.50 per share. The share price was based upon the average of the
last reported sales prices for the Common Stock for the five (5) business days
immediately preceding the date upon which the Offering Price is determined,
which was April 3, 1998. The transaction was completed in April 1998, and
resulted in proceeds, net of transaction costs, to the Company of approximately
$5,100,000.

Warrant Redemption

         In May 1998, the Company authorized the redemption of its publicly
traded Redeemable Common Stock Purchase Warrants (Warrants). The Company had
issued 1,725,000 warrants in its initial public offering, effective April 7,
1997. Under the terms governing these Warrants, the Company was entitled to
redeem, for $.05 per Warrant, the Warrants that had not already been exercised
and converted to a share of common stock at an exercise price of $5.25, if the
Company's common stock closing bid price equaled or exceeded $10.00 per share
for a thirty consecutive trading day period. Such a period ended on May 14,
1998. The redemption occurred in June 19, 1998 and the exercise of Warrants
prior to this date resulted in proceeds, net of transaction costs, to the
Company of approximately $9,000,000.

NOTE C--INVENTORY

         Inventory is stated at the lower of cost or market value. Cost is
determined by the first-in, first-out method. The elements of cost include
subcontracted costs and materials handling charges.

NOTE D--SOFTWARE DEVELOPMENT COSTS

         The Company has capitalized certain software development costs incurred
after establishing technological feasibility. Software costs will be amortized
over the estimated useful life of the software once the product is available for
general release to customers. The useful life of capitalized software
development costs is estimated to be three years. At June 30, 1998, the Company
has capitalized $780,698, net of accumulated amortization. Should sufficient
product sales fail to materialize, the carrying amount of capitalized software
costs may be reduced accordingly in the future. Amortization expense for the the
three-month period ended June 30, 1998 and 1997 were $54,490 and $-0-,
respectively.

NOTE E--LINE OF CREDIT FACILITY

         On May 31, 1998, the Company signed a one (1) year promissory note for
a $1,000,000 line of credit facility which is secured by investments,
receivables and fixed assets of the Company.

NOTE F--NON-QUALIFIED STOCK OPTION PLAN

         At June 30, 1998, the Company had two stock-based compensation plans.
As permitted under generally accepted accounting principles, grants under those
plans are accounted for following APB Opinion No. 25 and related
interpretations. 


                                       8

<PAGE>

Accordingly, only the compensation cost associated with grants to 
non-employees or non-directors of the Company have been recognized in the 
amount of $13,388. All options granted to employees are non-compensatory.

NOTE G--INCOME TAXES

         The Company has generated net operating losses since its inception. At
June 30, 1998, the Company recorded a valuation allowance in an amount equal to
the deferred tax asset due to the uncertainty of generating future taxable
income.

NOTE H--CONCENTRATION

         Approximately 73% of the Company's accounts receivable balance at June
30, 1998 were from four customers, and approximately 73% of the Company's sales
for the quarter ended June 30, 1998, were from four customers.


                                       9

<PAGE>


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

         This information should be read in conjunction with the Management's
Discussion and Analysis of Financial Condition and Results of Operations and the
consolidated financial statements and notes thereto contained in the Company's
Annual Report on Form 10-KSB for the fiscal year ended March 31, 1998, as
amended.

RESULTS OF OPERATIONS

NET SALES

         Net sales for the first quarter ended June 30, 1998 were approximately
$433,000, an increase of 392% over the approximately $88,000 recorded for the
corresponding quarter of 1997. The revenue increase was driven primarily by the
general availability of the Company's T2000 product line. Product sales
increased to approximately $304,000 in the first quarter ended June 30, 1998
compared to $1,000 recorded for the corresponding quarter of 1997. The sales for
the quarter ended June 30, 1997 were primarily from one customer while the
product sales for the quarter ended June 30, 1998 were primarily from four
customers.

GROSS PROFIT

         Gross profits for the first quarter ended June 30, 1998 were
approximately $200,000 or 46% of sales, compared to the approximately $49,000 or
56% of sales for the corresponding quarter of 1997. The amount of gross profit
increase was due to increased product sales as discussed above. The gross
profits on product sales for the first quarter ended June 30, 1998 were
approximately $114,000 or 37% of product sales. The product sales, cost of sales
and resulting gross profits were affected by increased capitalized software
amortization costs and sales discounts to distributors and value added
resellers.


OPERATING EXPENSES

         Selling, general & administrative expenses for the first quarter ended
June 30, 1998 were approximately $1,533,000, an increase of 140% over the
approximately $639,000 recorded for the corresponding quarter of 1997. The
dollar increase in these expenses over the prior year reflected additional
spending for personnel, advertising and substantial marketing expenditures made
in connection with promotion of the Company's T2000 product line.

         Research & development expenses for the first quarter ended June 30,
1998 were approximately $555,000, an increase over the approximately $23,000
recorded for the corresponding quarter of 1997. The majority of the research and
development expenditures for the 1997 quarter were software development costs
incurred on products after achieving technological feasibility and were
capitalized for future amortization.

INTEREST & FINANCING EXPENSES

         Interest & financing expenses for the first quarter ended June 30, 
1998 were approximately $-0-, a decrease over the approximately $10,000 
recorded for the corresponding quarter of 1997. Other expenses for the first 
quarter ended June 30, 1998, were approximately $69,000, an increase over the 
approximately $32,000 recorded for the corresponding quarter of 1997. The 
increase in other expenses are due primarily to expenses associated with the 
continued registration of certain of the Company's publicly traded 
securities and other related items.

OTHER

IMPACT OF INFLATION

         The Company does not believe that inflation has had a material adverse
effect on sales or income during the past several years. Increases in supplies
or other operating costs may adversely affect the Company's operations; however,
the Company believes it may increase prices of its products and systems to
offset increases in costs of goods sold or other operating costs.

SEASONALITY

         Based on its experience to date, the Company believes that its future
operating results may be subject to quarterly variations based on a variety of
factors, including seasonal changes in the weather. Such effects may not be
apparent in the Company's operating results during a period of expansion.
However, the Company can make no assurances that its business can be
significantly expanded under any circumstances.


                                       10

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

         In the quarter ended June 30, 1998, the Company received net proceeds
of approximately $5,100,000 from a private placement of the Company's common
stock and net proceeds of approximately $9,000,000 from the exercise of the
Company's common stock warrants. The Company also renewed a $1,000,000 one year
credit facility that is secured by investments, receivables and fixed assets.
The Company used approximately $(1,756,000) in cash flows from operating
activities, excluding changes in assets and liabilities, during the first
quarter ended June 30, 1998, compared to approximately $(577,000) for the
corresponding quarter of 1997. The increase in cash flows used in operating
activities excluding changes in assets and liabilities was mainly due to the
increase in selling, general and administrative expenses and research and
development expenses discussed above. The total net cash used by operating
activities was approximately $(2,144,000) for the first quarter ended June 30,
1998, compared to approximately $(914,000) for the corresponding quarter of
1997.

         Cash used by investing activities totalled approximately $3,099,000 for
the first quarter ended June 30, 1998 as compared to approximately $2,997,900
for the corresponding quarter of 1997. The main component of that investing
activity was the investment in short-term securities of approximately
$2,917,000, as well as continued expenditures for capitalized software
development and property and equipment of approximately $30,000 and $151,000,
respectively. The majority of the expenditures related to continued development
of the Company's T2000 product line.

         Cash provided by financing activities totalled approximately 
$14,113,000 compared to approximately $5,883,000 for the corresponding 
quarter of 1997. The Company successfully completed a private placement in 
April 1998 that yielded net proceeds of approximately $5,100,000, and 
exercises of the Company's common stock warrants prior to their redemption in 
June 1998 yielded net proceeds of approximately $9,000,000. The Company has 
access to a $1,000,000 credit line secured by investments, fixed assets and 
receivables, but did not borrow against that line of credit during the first 
quarter ended June 30, 1998.

         The Company expects to continue to make significant investments in the
future to support its overall growth. Currently, it is anticipated that ongoing
operations will be financed primarily from net proceeds of the private
placement, warrant exercise, the line of credit facility, and from internally
generated funds. The Company presently has a line of credit, investments, and
cash and cash equivalents on hand and believes that these will be sufficient to
meet cash requirements as needed. However, as indicated in the Company's most
recent Annual Report on Form 10-KSB, as amended, while operating activities may
provide cash in certain periods, to the extent the Company experiences growth in
the future, the Company anticipates that its operating and product development
activities may use cash and consequently, such growth may require the Company to
obtain additional sources of financing. There can be no assurances that
unforeseen events may not require more working capital than the Company
currently has at its disposal.

FUTURE OPERATING RESULTS

         The preceding paragraphs and the following discussion include
forward-looking statements regarding the Company's future financial position and
results of operations. Actual financial position and results of operations may
differ materially from these statements. All such statements are qualified by
the cautionary statements set forth in Part I, Item 1 of the Company's most
recent Annual Report on form 10-KSB, as amended, under "Forward Looking and
Cautionary Statements," as well as the following statements.

         The Company has invested significant amounts in the research and
development and the initial product roll-out marketing and selling for the
Telecom 2000 product line. The emphasis, attention, and dedication of Company's
limited resources for the Telecom 2000 product line have caused and, in
management's view, will continue to cause negative operating earnings. However,
the Company believes that the value and sales potential of the Telecom 2000
product line outweighs the risk of continued operating losses.

         The first products of the Telecom 2000 product line became generally
available during the second quarter of fiscal 1998 and the Company believes that
revenues will continue to grow as contracts are finalized and products are
delivered over fiscal 1999. The protracted process of obtaining governmental
regulatory approval of products (i.e. Federal Communications Commission product
certification) and the hiring of senior telecommunications sales and technical
staff in the current low-unemployment-rate economy have caused, and may continue
to cause, an effect on the delivery of the Company's products to market. To date
the Company has received all regulatory approvals which it has sought, and has
been able to hire senior telecommunications sales and technical staff, although
no assurance can be given to such results in the future.

         The Company does not expect revenue growth to occur ratably over the
1999 and 2000 fiscal years; instead, the Company expects that the major impact
of the Telecom 2000 product introduction on revenues and earnings will occur
during 


                                       11

<PAGE>

fiscal 1999. Revenue growth in fiscal 1999 will depend to a large extent
on the timing of the Company's rollout for products in the Telecom 2000 product
line.

         Because of the foregoing uncertainties affecting the Company's future
operating results, past performance should not be considered to be a reliable
indicator of future performance. The use of historical trends to anticipate
results or trends in future periods may be inappropriate. In addition, the
Company's participation in a highly dynamic industry may result in significant
volatility in the price of the Company's common stock.








                                       12

<PAGE>



PART II - OTHER INFORMATION


ITEM 2. CHANGES IN SECURITIES.

         The Company's unexercised, publicly-traded common stock warrants were
         redeemed effective June 19, 1998 for $.05 per warrant. By virtue of
         this redemption, all such warrants have been cancelled and the owners
         thereof have no further rights other than the right to receive the
         redemption price.

         In April 1998, the Company issued 750,000 shares of common stock in 
         a private placement to various investors at a price of $7.50 per 
         share, or an aggregate of $5,625,000. Pennsylvania Merchant Group 
         served as the placement agent for this transaction, for a fee of six 
         percent of the gross proceeds of the offering, or $337,500, plus a 
         five year warrant to purchase 75,000 shares of common stock at an 
         exercise price of $9.00 per share. The securities issued by the 
         Company in these transactions were "restricted" securities within 
         the meaning of that term as defined in Rule 144 and were issued 
         pursuant to the exemption provided by Rule 508 of Regulation D under 
         the Securities Act of 1933, as amended (the "Act") for sales of 
         securities by an issuer not involving any public offering. The 
         purchasers in this transaction were "accredited" persons as that term 
         is used in Regulation D under the Act.

         The foregoing restricted securities were appropriately marked with a 
         restrictive legend and were issued for investment purposes only and 
         not with a view to redistribution, absent registration. The foregoing 
         purchasers were fully informed and advised concerning the Company, its 
         business, financial and other matters. The Company was informed that 
         each purchaser was able to bear the economic risk of its investment and
         was aware that the securities were not registered under the Act and 
         cannot be re-offered or re-sold until they have been so registered or 
         until there is an available exemption from the registration 
         requirements of the Act. The Company's transfer agent and registrar was
         instructed to mark "stop transfer" on its ledgers to assure that these
         securities not be transferred absent registration or a determination 
         that there is an available exemption from the registration requirements
         of the Act.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.


(a)      Exhibit  Description

         None.

(b) Since the end of its most recent fiscal year on March 31, 1998, e-Net, Inc.
 has filed the following reports on Form 8-K:

         Date of Report    Item Reported

         None.








                                       13

<PAGE>



                                   SIGNATURES


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



                                     e-Net, Inc.
                                     (Registrant)





DATE:  August 13, 1998       /s/  Donald J. Shoff
                           ----------------------------------
                           Donald J. Shoff
                           Vice President and Chief Financial Officer
                           (Duly Authorized Officer and Principal Financial
                           Officer)







                                       14