<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 September 30, 1997 

                                       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
              (Issuer'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 5, 1997 Was 5,750,000.
 
    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
 
                                                          PAGE
                                                        -------
Item 1. Financial Statements (Unaudited)                  
 Accountants' Review Report............................    3
 Balance Sheets as of September 30 and March 31,          
   1997................................................    4
 Statements of Operations for the three months ended      
   September 30, 1997 and 1996.........................    5
 Statements of Operations for the six months ended        
   September 30, 1997 and 1996.........................    6
 Statements of Cash Flows for the six months ended        
   September 30, 1997 and 1996.........................    7
 Statements of Stockholders' Equity as of September 30,   
   1997................................................    8
 Notes to Financial Statements.........................    9

Item 2. Management's Discussion and Analysis of Financial
 Condition and Results of Operations...................   10

                PART II.  OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K..............  13
Signatures............................................  14


                                     -2-

<PAGE>
 
Board of Directors 
e-Net, Inc.
 
    We have reviewed the accompanying balance sheet of e-Net, Inc. (a 
Delaware Corporation), as of September 30, 1997, and the related statements 
of operations, stockholders' equity and cash flows for the three-month and 
six-month periods ended September 30, 1997 and 1996 and the statements of 
operation for the three month periods ended September 30, 1997 and 1996. 
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, 1997, 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 2, 1997, 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, 1997, is fairly stated, in all material respects, in 
relation to the balance sheet from which it has been derived.
 

                                        GRANT THORNTON LLP
 
Vienna, Virginia 
October 22, 1997 

                                       -3-
<PAGE>
                                  e-NET, INC.
                                 BALANCE SHEETS
 
                                     ASSETS
 
                                             SEPTEMBER 30, 1997  MARCH 31, 1997
                                             ------------------  --------------
                                                (UNAUDITED)        (AUDITED)

Current Assets
 Cash and cash equivalents.................    $    1,311,183     $    379,441
 Short-term investments....................         2,890,389          --
 Accounts receivable.......................           114,513          113,181
 Inventory.................................           256,674          --
 Prepaid expenses..........................            77,881           14,800
                                                -------------    -------------
Total Current Assets.......................         4,650,640          507,422

Deposits and other assets..................            14,821            7,530

Property, Plant and Equipment, Net.........           342,869          203,125

Deferred Initial Public Offering Costs.....          --                964,706

Other Assets...............................            54,000          --

Software Development Costs.................           779,396          520,853
                                                -------------    -------------
                                               $    5,841,726     $  2,203,636
                                                -------------    -------------
                                                -------------    -------------

                       LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
 Accounts payable--trade...................           119,274          105,301
 Accrued liabilities.......................           264,996          330,580
 Capital lease obligation..................          --                  4,480
                                                -------------    -------------
Total Current Liabilities..................           384,270          440,361

Accrued Initial Public Offering Costs......          --                887,843
                                                -------------    -------------
Total Liabilities..........................           384,270        1,328,204

Stockholders' Equity 
 Common stock, $.01 par value, 50,000,000
  shares authorized, 5,750,000 and 
  4,250,000 shares outstanding at 
  September 30, and March 31, 1997 
  respectively.............................            57,500           42,500
 Stock subscriptions.......................               (46)             (46)
 Additional paid-in capital................        14,163,090        8,307,627
 Retained deficit..........................        (8,763,088)      (7,474,649)
                                                -------------    -------------

Total Stockholders' Equity.................         5,457,456          875,432
                                                -------------    -------------

                                               $    5,841,726     $  2,203,636
                                                -------------    -------------
                                                -------------    -------------
 
        The accompanying notes are an integral part of these statements.
 
                                      - 4-
<PAGE>
                                  e-NET, INC. 
                           STATEMENTS OF OPERATIONS
                                 (Unaudited) 
                        Three Months Ended September 30,
 
                                                             1997         1996
                                                        -----------  -----------
Sales
 Products............................................  $    27,771  $    24,000
 Services............................................       97,740      120,189
                                                        -----------  -----------
Total sales..........................................      125,511      144,189
Cost of product sold and service provided
 Products............................................       14,975       12,822
 Services............................................       57,099      104,918
                                                       -----------  -----------
Total cost of product sold and service provided......       72,074      117,740

Gross profit.........................................       53,437       26,449
Operating Expenses
 Selling, general and administrative.................      533,705      175,274
 Research and development............................      240,189       54,342
                                                        -----------  -----------
Loss from Operations.................................     (720,457)    (203,167)
Other Income (Expense)
 Interest and financing expense......................        4,945      --
 Other expenses......................................      (48,465)      (3,599)
 Interest income.....................................       62,855        4,090
                                                        -----------  -----------
Loss Before Income Taxes.............................     (701,122)    (202,676)
Income Tax Provision.................................      --           --
                                                        -----------  -----------
Net Loss.............................................  $  (701,122) $  (202,676)
                                                        -----------  -----------
                                                        -----------  -----------
Loss per Share.......................................  $      (.12) $      (.05)
                                                        -----------  -----------
                                                        -----------  -----------
Weighted Average Shares Outstanding..................    5,750,000    4,000,000

             The accompanying notes are an integral part of these statements.
 
                                        -5-

<PAGE>

                                   e-NET, INC.
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)
                          Six Months Ended September 30, 
Sales
 Products..................................  $      28,941  $      24,000
 Services..................................        184,574        300,128
                                             -------------  -------------
Total sales................................        213,515        324,128

Cost of product sold and service provided
 Products..................................         15,605         12,822
 Services..................................         95,042        172,748
                                             -------------  -------------
Total cost of product sold and service 
 provided..................................        110,647        185,570

Gross profit...............................        102,868        138,558

Operating Expenses
 Selling, general and administrative.......      1,172,254        436,327
 Research and development..................        263,181        104,342
                                             -------------  -------------
Loss from Operations.......................     (1,332,567)      (402,111)

Other Income (Expense)
 Interest expense--bridge financing........       --           (5,385,135)
 Cost of abandoned stock registration......       --             (284,575)
 Interest and financing expense............         (5,158)       (22,800)
 Other expenses............................        (80,678)       (21,599)
 Interest income...........................        129,964         10,246
                                             -------------  -------------

Loss Before Income Taxes...................     (1,288,439)    (6,105,974)

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

Net Loss....................................  $  (1,288,439) $  (6,105,974)
                                               -------------  -------------
                                               -------------  -------------

Loss per Share..............................  $        (.23) $       (1.54)
                                               -------------  -------------
                                               -------------  -------------

Weighted Average Shares Outstanding..........      5,668,033      3,959,016
 
        The accompanying notes are an integral part of these statements.
 
                                       -6-
<PAGE>
                                   e-NET, INC.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)
                          Six Months Ended September 30, 
 
                                                    1997          1996
                                               ------------  ------------
Increase (Decrease) in Cash and Cash
  Equivalents

Cash Flows from Operating Activities
 Net loss.................................. $(1,288,439)   $  (6,105,974)
 Adjustments to reconcile net loss to net
  cash from operating activities
  Interest expense--bridge financing.......      --            5,385,135
  Depreciation and amortization............      68,110           11,974
  Stock-Based Compensation.................      62,244           --
  Changes in operating assets and liabilities
   (Increase) in accounts receivable.......      (1,332)        (118,851)
   (Increase) in inventory.................    (256,674)             --
   (Increase) in prepaid expenses, deposits     
    and other assets.......................    (124,372)        (10,500)
   (Decrease) in stockholder/officer notes                          
    payable................................      --             (45,000)
   (Decrease) Increase in accounts payable 
    and accrued liabilities................     (51,612)        227,588
   (Decease) in deferred revenue...........     --              (20,000)
                                             ------------    ------------
Net Cash Used in Operating Activities......  (1,592,075)       (675,628)
                                             ------------    ------------
Cash Flows from Investing Activities
 Capital expenditures......................    (205,403)          3,517
 Capitalized software development costs....    (260,993)       (211,059)
 Investment in short term securities.......  (2,890,389)          --
                                             ------------    ------------
Net Cash Used in Investing Activities......  (3,356,785)       (207,542)
                                             ------------    ------------
Cash Flows from Financing Activities
 Net proceeds from initial public offering    
  of common stock..........................   5,870,082             --
 Issuance of common stock..................      15,000           2,500
 Proceeds from issuance of bridge notes                           
  payable..................................        --           500,000
 Proceeds from issuance of common stock....        --           497,500
 Payments on capital leases................     (4,480)              --
                                             ------------    ------------
Net Cash Provided by Financing               
  Activities...............................  5,880,602          1,000,000
                                             ------------    ------------
Net Increase in Cash and Cash                  
  Equivalents..............................    931,742            116,830
Cash and Cash Equivalents at Beginning of      
  Period...................................    379,441            557,960
                                             ------------    ------------
Cash and Cash Equivalents at End of          
  Period...................................  $1,311,183      $    674,790
                                             ------------    ------------
                                             ------------    ------------
Supplemental Disclosures:
 Income Taxes Paid..........................  $     --         $    --
                                             ------------    ------------
                                             ------------    ------------

 Interest Paid..............................        $158       $  22,800
                                             ------------    ------------
                                             ------------    ------------
 
        The accompanying notes are an integral part of these statements.


                                       -7-
<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, 1997.................   4,250,000  $  42,500     $     (46)    $   8,307,627  $  (7,474,649)  $  875,432
Sale of common stock in initial public
  offering.............................   1,500,000     15,000        --             5,793,219       --          5,808,219
Stock-based compensation...............      --      $  --         $  --         $      62,244  $    --         $   62,244
Net loss...............................      --         --            --              --           (1,288,439)  (1,288,439)
                                         ----------  ---------  --------------  -------------  -------------  ------------
Balance, September 30, 1997............   5,750,000  $  57,500     $     (46)    $  14,163,090  $  (8,763,088)  $5,457,456
                                         ----------  ---------  --------------   -------------  -------------  ------------
                                         ----------  ---------  --------------   -------------  -------------  ------------
</TABLE>
 
        The accompanying notes are an integral part of these statements.
 
                                          -8-
<PAGE>
                                     e-NET, INC.
                          NOTES TO FINANCIAL STATEMENTS 

    NOTE A--BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
 
    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 and six months 
ended September 30, 1997 are not necessarily indicative of the results for 
the fiscal year ending March 31, 1998. 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-K for the 
fiscal year ended March 31, 1997.
 
    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.
 
    Software development costs--The Company has capitalized certain software 
development costs incurred after establishing technological feasibility. 
Software costs are amortized over the estimated useful life of the software 
once the product is available for general release to customers. At September 
30, 1997, the Company has capitalized $779,396 net of accumulated 
amortization of $2,450. Should sufficient product sales fail to materialize, 
the carrying amount of capitalized software costs may be reduced accordingly 
in the future. The costs associated with development of a software product 
prior to reaching the point of technological feasibility and with a product's 
post-general availability support are charged to research and development 
expense in the period incurred.
 
    Revenue recognition--Revenue is recognized on the sale of software products
upon shipment unless future obligations exist wherein a portion of the revenue
is deferred until the obligation is satisfied. Revenue from services rendered is
recognized either as the services are rendered based upon fixed hourly rates or
at contractually determined fixed monthly fees. The Company has recorded, as an
element of cost of product sales, an estimated accrual for product warranty
costs, since there is no prior history on the current product line.
 
    NOTE B--INITIAL PUBLIC OFFERING
 
    In April 1997, the Company completed an initial public offering of
securities consisting of 1,500,000 shares of common stock and 1,725,000 common
stock warrants. In connection with the offering, the Company received proceeds
of $5,808,219 net of all expenses associated with the offering.
 
    NOTE C--LINE OF CREDIT FACILITY
 
    On May 31, 1997, the Company signed a one (1) year promissory note for a
$1,000,000 line of credit facility that is collateralized by investments,
receivables and fixed assets of the Company. To date the Company has not
borrowed on this facility.
 
    NOTE D--NON-QUALIFIED STOCK OPTION PLAN
 
    In April, 1997, the Board of Directors approved the adoption of the e-Net,
Inc. Non-Qualified Stock Option Plan including the allocation of up to 500,000
shares for option grants. The options are exercisable at fair market value
measured at the grant date with varying vesting schedules. Options granted and
vested under the plan in the quarter ended September 30, 1997 were recorded as
compensation expense of $62,244.
 
    NOTE E--INCOME TAXES
 
    The Company has generated net operating losses since its inception. At 
September 30, 1997, 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 F--CONCENTRATION
 
    Approximately 82% of the Company's accounts receivable balance at 
September 30, 1997, and approximately 86% of the Company's sales for the six 
months ended September 30, 1997, are from one customer.

                                    -9-
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  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-K for the fiscal year ended March 31, 1997.
 
RESULTS OF OPERATIONS
 
SECOND QUARTER ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996
 
SALES
 
    Sales for the second quarter ended September 30, 1997 were approximately
$125,500, a decrease of 13% over the approximately $144,200 recorded for the
corresponding quarter of 1996. The revenue decline was due primarily to the
completion of several installation and support services contracts in 1996 and an
increased emphasis on development and preparation for the general availability
of the Company's T2000 product line. The services sales for the quarter ended
September 30, 1997, were primarily from one customer.
 
GROSS PROFIT
 
    Gross profits for the second quarter ended September 30, 1997 were
approximately $53,400 or 42% of sales, compared to the approximately $26,400 or
18% of sales for the corresponding quarter of 1996. The gross profit increase
was due to the increased emphasis on product sales that have a higher gross
profit contribution than software installation and support services sales.
 
OPERATING EXPENSES
 
    Selling, general & administrative expenses for the second quarter ended
September 30, 1997, were approximately $533,700, an increase of 204% over the
approximately $175,300 recorded for the corresponding quarter of 1996. The
dollar increase in these expenses over the prior year reflected additional
spending for personnel and programs consistent with the Company's emphasis on
the T2000 product line. The increased spending level in the second quarter of
1997 also reflected higher spending for programs and promotions needed to
generate and support product roll-out of, as well as substantial marketing
expenditures made in connection with the general availability of, the Company's
T2000 product line.
 
    Research & development expenses for the second quarter ended September 30,
1997, were approximately $240,200, a 342% increase over the approximately
$54,300 recorded for the corresponding quarter of 1996. The increased
expenditures for research and development are due to the increase in number of
employees and other expenditures devoted to the general development of the
Company's technology products.
 
OTHER INCOME (EXPENSE)
 
    Other income (expense) for the second quarter ended September 30, 1997, was
approximately $19,300, an increase over the approximately $500 recorded for the
corresponding quarter of 1996. In the second quarter ended September 30, 1997,
the Company's other income and expenses included interest income earned on
investments in marketable securities, which did not exist in the corresponding
quarter in 1996.
 
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND SEPTEMBER 30, 1996
 
SALES
 
    Sales for the six months ended September 30, 1997 were approximately 
$213,500, a decrease of 34% from the approximately $324,100 recorded for the 
corresponding six months of 1996. The revenue decline was due primarily to 
the completion of several installation and support services contracts in 1996 
and an increased emphasis on development and preparation for the general 
availability of the Company's T2000 product line. The services sales for the 
six months ended September 30, 1997, were primarily from one customer.
 
GROSS PROFIT
 
    Gross profits for the six months ended September 30, 1997 were 
approximately $110,600 or 52% of sales, compared to the approximately 
$185,600 or 57% of sales for the corresponding quarter of 1996. The gross 
profit percentage decrease was due to the lower volume of product sales in 
1997. Also, the total gross profit amount decrease was partially caused by 
the lower overall sales amount in the six months ended September 30, 1997 
compared to the same period in 1996.

                                   -10-

<PAGE>
 
OPERATING EXPENSES
 
    Selling, general & administrative expenses for the six months ended 
September 30, 1997, were approximately $1,172,300, an increase of 169% over 
the approximately $436,300 recorded for the corresponding six months of 1996. 
The dollar increase in these expenses over the prior year reflected 
additional spending for personnel and programs consistent with the Company's 
emphasis on the T2000 product line. The increased spending level in the six 
months of 1997 also reflected higher spending for programs and promotions 
needed to generate and support product roll-out of, as well as substantial 
marketing expenditures made in connection with the general availability of, 
the Company's T2000 product line.
 
    Research & development expenses for the six months ended September 30, 1997,
were approximately $263,200, a 152% increase over the approximately $104,300
recorded for the corresponding six months of 1996. The increased expenditures
for research and development are due to the increase in number of employees and
other expenditures devoted to the general development of the Company's
technology products.
 
OTHER INCOME (EXPENSE)
 
    Other income (expense) charges for the six months ended September 30, 1997,
were approximately $44,100, a decrease from the approximately $(5,703,900)
recorded for the corresponding six months of 1996. In the six months ended
September 30, 1996, the Company's other income and expenses included several
one-time charges associated with the issuance of bridge loans which were
subsequently converted to equity of approximately $5,385,100, and with the cost
of an abandoned stock registration of approximately $284,600. The Company also
had an increase in funds invested over the same period in 1996.
 
OTHER
 
    To date, inflation and seasonality have not had a material impact on the
Company's results of operations.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    In the six months ended September 30, 1997, the Company received net
proceeds of approximately $5,885,100 from an initial public offering of the
Company's common stock and common stock warrants. The Company also secured a
$1,000,000 one year credit facility in the six months ended September 30, 1997,
which is secured by investments, receivables and fixed assets. The Company used
approximately $(1,158,100) in cash flows from operating activities, excluding
changes in assets and liabilities, during the six months ended September 30,
1997, compared to approximately $(708,900) for the corresponding six months of
1996. 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 $(1,592,100)
for the six months ended September 30, 1997, compared to approximately
$(675,600) for the corresponding six months of 1996.
 
    Cash used by investing activities totalled approximately $3,356,800 for the
six months ended September 30, 1997 as compared to approximately $207,500 for
the corresponding six months of 1996. The main component of that investing
activity was the investment in short-term securities of approximately
$2,890,400, as well as continued expenditures for capitalized software
development and property and equipment of approximately $261,000 and $205,400,
respectively. The majority of the expenditures related to continued development
of the T2000 product line.
 
    Cash provided by financing activities totalled approximately $5,880,600
compared to approximately $1,000,000 for the corresponding quarter of 1996. The
Company successfully completed an initial public offering in April 1997, which
yielded net proceeds of approximately $5,885,100. 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 six months ended September
30, 1997.
 
    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 
initial public offering, 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, that 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.
  
                                       -11-
<PAGE>

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 following cautionary statements.
 
    The Company has invested significant amounts in the research and development
and the initial product roll-out marketing and selling for the T2000 product
line. The emphasis, attention, and dedication of Company's limited resources for
the T2000 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 T2000 product line outweighs the risk of
continued operating losses. The first products of the T2000 product line became
generally available during the second quarter of fiscal 1998 and the Company
believes that revenues will begin to grow as contracts are finalized and
products are delivered over the remainder of fiscal 1998.
 
    The Company does not expect revenue growth to occur rateably over the 1998
fiscal year; instead, the Company expects that the major impact of the T2000
product introduction on revenues and earnings will occur during the second half
of the year. Revenue growth in the third and fourth quarters of fiscal 1998 will
depend to a large extent on the timing of the Company's rollout for the initial
products in the T2000 product line.
 
    The Company's revenue growth and profitability in fiscal 1998 will depend 
on many factors beyond the Company's control. These include the timing and 
market acceptance of the T2000 product line and other new products and 
features announced and introduced by the Company and its competitors, and the 
extent to which the Company is successful in implementing its ongoing 
strategy of providing high fidelity or "toll quality" data telephony. Other 
factors include rapid changes in technologies and standards relating to 
telecommunications and data telephony.
 
    The foregoing forward-looking statements involve a number of risks and
uncertainties. In addition to the factors discussed above, among the other
factors that could cause actual results to differ materially are those listed in
the Company's most recent Annual Report on Form 10-KSB under the headings "Item
1-- Description of Business--Forward-Looking and Cautionary Statements" and
"Item 6--Management's Discussion and Analysis of Financial Condition and Results
of Operations" and in the Company's Registration Statement on Form SB-2,
effective April 7, 1997, under the headings "Risk Factors" and "Business", which
are incorporated by reference herein, and included from time to time in other
documents filed by the Company with the Securities and Exchange Commission.
 
    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.
 
    The Company cautions that the preceding list of cautionary statements is not
exclusive. The Company does not undertake to update any forward-looking
statements that may be made from time to time by or on behalf of the Company.

                                       -12-
<PAGE>
 
                           PART II--OTHER INFORMATION
 
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, 1997, e-Net,
Inc. has filed the following reports on Form 8-K:
 
      DATE OF REPORT         ITEM REPORTED

      None.

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<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: November 12, 1997    /s/ Donald J. Shoff
                              ---------------------------
                              Donald J. Shoff
                              Vice President and Chief Financial Officer
                              (Principal Financial Officer)
 
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