SECURITIES  AND  EXCHANGE  COMMISSION
                             WASHINGTON, D.C.  20549

                                   THIRD AMENDED
                                   FORM 10-QSB/A

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

                  FOR THE QUARTERLY PERIOD ENDED JULY 31, 2001

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

          For the transition period from _______________ to _______________.


                         COMMISSION FILE NUMBER O-24512


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

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

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


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



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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

                  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
                                  (check one):

                             Yes _____     No __X__



                                        2
<PAGE>
                                ANZA CAPITAL, INC.

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


                                     PART I

Item  1          Financial  Statements

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

                                     PART II

Item  1          Legal  Proceedings

Item  2          Changes  in  Securities  and  Use  of  Proceeds

Item  3          Defaults  Upon  Senior  Securities

Item  4          Submission  of  Matters  to  a  Vote  of  Security  Holders

Item  5          Other  Information

Item  6          Exhibits  and  Reports  on  Form  8-K



                                        3
<PAGE>
                                     PART I

EXPLANATORY  NOTE

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

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

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

ITEM  1     FINANCIAL  STATEMENTS



                                        4
<PAGE>
                E-NET FINANCIAL.COM CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>


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

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

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

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

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


                                        5
<PAGE>

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

<TABLE>
<CAPTION>


<S>                                                   <C>              <C>

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

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

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

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

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

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

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

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

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

Weighted average common shares outstanding . . . . .      20,418,454       26,414,775
                                                      ===============  ===============
</TABLE>


                                        6
<PAGE>

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

<TABLE>
<CAPTION>


<S>                                                                           <C>              <C>

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


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

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

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

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

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

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

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

</TABLE>


                                        7
<PAGE>

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

<TABLE>
<CAPTION>


<S>                                                                           <C>              <C>

Non - cash financing activities:

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

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

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

Supplemental cash flow information:

Cash paid for interest and income taxes was not significant during the periods presented
</TABLE>


                                        8
<PAGE>

                      NOTES TO INTERIM FINANCIAL STATEMENTS


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


<TABLE>
<CAPTION>
<S>                                                       <C>                   <C>
                                                           Net  Loss             Net  Loss
                                                                                 Per  Share
                                                          ------------          ------------
Net loss, as previously reported                          $  (280,984)          $     (0.01)

Adjustments  reduce  loss  (increase  loss):

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

</TABLE>

Warrants  issued  with  Bridge  Loan

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

Beneficial  conversion  feature

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

Accrued  general  and  administrative  expenses

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


                                        9
<PAGE>

NOTE  1.   UNAUDITED  INTERIM  FINANCIAL  STATEMENTS

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

NOTE  2.  EARNINGS PER SHARE

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

NOTE  3.  GLOBAL  SETTLEMENT

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

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

In  order  to settle the outstanding disputes among all the parties, on June 26,
2001,  e-Net  entered  into  a  settlement agreement with EMB Corporation, AMRES
Holding  LLC,  Vincent Rinehart, and Williams de Broe (the "Global Settlement").
As  part  of  the  Global  Settlement:

     (i)  e-Net  issued  to  EMB  1,500,000 shares of restricted common stock as
consideration  for  EMB's waiver of its registration rights for 7,500,000 shares
of  e-Net common stock already held by EMB.  The shares were valued at $0.14 per
share  based  on  a  10%  discount  from  the  closing  price on the date of the
agreement.  The Company will record a settlement expense of $229,500 with regard
to this issuance.  e-Net issued to EMB a promissory note in the principal amount
of  $103,404,  which  represents  the reduced amount due to EMB by e-Net under a
promissory  note  previously  issued  in  connection with the AMRES acquisition,
after  giving  effect to a principal reduction offset for amounts owed by EMB to
Wdb,  but which were satisfied by e-Net (see below).  The note bears interest at
the  rate  of  10%  per  annum  and  is  convertible into common stock of e-Net.

                                       10
<PAGE>

     (ii)  e-Net  issued  to  Williams  de  Broe  ("WdB")  3,000,000  shares  of
restricted common stock valued at $459,000 as consideration for WdB's release of
all  claims  against  e-Net  arising  under  the  purported  guarantee  of EMB's
obligation  to  WdB by e-Net.  The parties agreed that the amount be credited as
additional  consideration  to  apply  to  the EMB notes payable.

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

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

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

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

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

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

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

NOTE  4.  BRIDGE  FINANCING

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

                                       11
<PAGE>

     (i)  executed a promissory note in favor of Laguna Pacific in the principal
sum of $200,000, bearing interest at the rate of 7% per annum, secured by all of
the  assets  of  the Company, and payable on the earlier of nine months from its
issuance  date  or  the  date the Company's common stock is listed on the NASDAQ
Small  Cap  market.  The  purpose  of  this  bridge financing was to finance the
proposed  start-up  of  Anza  Properties  and  to provide working capital to the
Company,  and

     (ii)  executed a Warrant Agreement which entitled Laguna Pacific to acquire
up  to  $225,000  worth  of  e-Net  common stock for the total purchase price of
$1.00,  calculated  at  70%  of  the closing stock price on the date immediately
preceding  the exercise date. The issuance of the warrant was negotiated between
Laguna  Pacific  and  e-Net.  The  Company  is required to allocate the proceeds
received  to  the  value the warrant and the bridge loan using the relative fair
value  method  and  resulting  warrant  value  is  reflected  as  an increase in
additional  paid in capital and a corresponding reduction (discount) to the face
value  of  the  note. Management established the fair value based on $225,000 in
common  stock,  divided by the discount to market of 30% which the holder of the
warrants receive when purchasing the shares of common stock for a computed value
of  $321,428.  The  relative value of the warrant amounted to $132,345, and such
amount  is reflected as a discount to the note. The discount on the note will be
amortized  over  the  term  of  the  note  (March  27, 2002) using the effective
interest  method.

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

FORMATION  OF  ANZA  PROPERTIES,  INC.

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

     (i)  executed  a bond term sheet with e-Net outlining the proposed terms of
an  offering  to  raise  up  to $5,000,000.  The purpose of this offering was to
obtain  capital  on  behalf  of Anza Properties to acquire income producing real
estate.  This real estate would then provide the Company with improved cash flow
and  net  worth,  on  a  consolidated  basis.

     (ii)  entered  into  an  Employment Agreement with Thomas Ehrlich beginning
thirty  days from the date of the agreement and ending upon the earlier to occur
of  the  liquidation  of  the  real  estate portfolio to be owned by Anza or the
completion  of  a  NASDAQ  Small  Cap listing by e-Net. The Employment Agreement
provides  for  a  salary  of  $20,000  per  month,  payable  only  by  Anza  and
specifically  not  guaranteed  of  e-Net.  Mr. Ehrlich will serve as Anza's Vice
President  and  will  be  a  director thereof. In connection with the Employment
Agreement,  e-Net  executed  a  Stock Option Agreement which entitled Ehrlich to
acquire up to 2,000,000 shares of e-Net common stock at the closing price on the
date  of  the Option Agreement, vesting equally over the 12 months following the
date  of  the  Employment  Agreement,  and exercisable only in the event Anza is
successful  in raising a minimum of $2,000,000 in a contemplated $5,000,000 bond
offering,  and  the  holders thereof converting at least $2,000,000 of the bonds
into  equity  of  e-Net  (any  amounts  less  than  $2,000,000  will be applied,
pro-rata,  to  the  total  options  exercisable under the Option Agreement). The
options  are  subject  in  an  anti-dilution  provision  in  the event of future
issuances  of  common stock or a reverse stock split. The holder in no event can
the  option  holder own more than 10% of the issued and outstanding common stock
in  the  event  of  a  reverse stock split. The Company will assess the value of
these  options  when  the  contingencies  are  removed.

                                       12
<PAGE>

     (iii)  entered  into  a  Consulting  Agreement  with Lawrence W. Horwitz to
provide  legal  services  to  Anza.  The  Consulting  Agreement  provides  for
compensation  of  $20,000  to  be  paid on its date of execution, and $5,000 per
month  for  eight  months  beginning  September 1, 2001, guaranteed by e-Net. In
addition,  e-Net  executed  a  Stock  Option Agreement which entitled Horwitz to
acquire up to 1,000,000 shares of e-Net common stock on terms identical to those
of  Ehrlich,  described  above.  The  options  are  subject  to an anti-dilution
provision  in  the  event of future issuances of common stock or a reverse stock
split.  The  holder  in  no  event can the option holder own more than 5% of the
issued  and  outstanding common stock in the event of a reverse stock split. The
Company  will  assess  the  value  of  these  options when the contingencies are
removed  in  accordance  with  SFAS  No.  123.

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

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

NOTE  5.  STOCKHOLDERS'  EQUITY  (DEFICIT)

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

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

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

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

                                       13
<PAGE>

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

<TABLE>
<CAPTION>


<S>                                         <C>      <C>      <C>         <C>                 <C>
                                                                          Three Months Ended
                                                                          July 31, 2001
                                                              Costs                           Shares
                                                              Incurred                        Issued

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

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

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

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

Legal Services                                                  4,750                          25,000
                                                            ----------                      -----------
                                            Total          $  390,500                       2,400,000
                                                            ==========                      ===========
</TABLE>



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

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

NOTE  6.  EMPLOYMENT  AGREEMENT

On  June  1,  2001,  e-Net  entered  into  an  Employment Agreement with Vincent
Rinehart.  Under  the  terms  of  the  agreement,  the  Company is to pay to Mr.
Rinehart  a  salary equal to $275,000 per year, subject to an annual increase of
10% commencing January 1, 2002, plus an automobile allowance of $1,200 per month
and  other  benefits,  including life insurance.  The agreement is for a term of
five  years  and  provides for a severance payment in the amount of $500,000 and
immediate vesting of all stock options in the event his employment is terminated
for  any  reason,  including cause.  Mr. Rinehart was granted options to acquire
2,500,000  shares  of  e-Net common stock at per share, which shall vest monthly
over  a  three-  year  period.  The  options  are  subject  to  an anti-dilution
provision  in  the  event of future issuances of common stock or a reverse stock
split.  The  holder  in  no  event  can  own  more  than  20%  of the issued and
outstanding  common stock in the event of a reverse stock split. The options are
exercisable  at  the  fair  market  value  at the date of the grant of $0.08 per
share.  Using the variable method in accordance with Accounting Principles Board
Opinion  No.  25,  no  expense  was recognized from the issuance of the options.

NOTE  7.  IMPACT  OF  RECENTLY  ISSUED  ACCOUNTING  STATEMENTS

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

                                       14
<PAGE>

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

NOTE  8  GOODWILL  -  ADOPTION  OF  STATEMENT  142

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



                                   For  the  three  months  ended
                                            July  31,
                                       2000             2001
                                  ______________________________________


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


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


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


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

                                       15
<PAGE>

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

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

NOTE  9.  SUBSEQUENT  EVENTS

INVESTMENT  BANKING  AGREEMENT

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

COMMON  STOCK  ACTIVITY

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


                                       16
<PAGE>

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

OVERVIEW

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

     The  Company  has  seen  improvement  in  other  subsidiaries  as  well.

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

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

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

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

REVENUES

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


                                       17
<PAGE>

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

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

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

     Revenues  from  Titus  were  not  material  for  the  periods  presented.

Costs  and  Expenses

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

General  and  Administrative  Expenses

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


                                       18
<PAGE>

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

Consulting  Expenses

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

Interest  Expense

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

Net  Losses

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

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  Flows

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

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

                                       19
<PAGE>

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

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

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

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

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

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

                                       20
<PAGE>

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

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

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


                                       21
<PAGE>
                                     PART II

ITEM  1     LEGAL  PROCEEDINGS

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

ITEM  2     CHANGES  IN  SECURITIES

BRIDGE  FINANCING

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

     (i)  executed a promissory note in favor of Laguna Pacific in the principal
sum of $200,000, bearing interest at the rate of 7% per annum, secured by all of
the  assets  of  the Company, and payable on the earlier of nine months from its
issuance  date  or  the  date the Company's common stock is listed on the NASDAQ
Small  Cap  market.  The  purpose  of  this  bridge financing was to finance the
proposed  start-up  of  Anza  Properties  and  to provide working capital to the
Company,  and

     (ii)  executed a Warrant Agreement which entitled Laguna Pacific to acquire
up  to  $225,000  worth  of  e-Net  common stock for the total purchase price of
$1.00,  calculated  at  70%  of  the closing stock price on the date immediately
preceding  the exercise date. The issuance of the warrant was negotiated between
Laguna  Pacific  and  e-Net.

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

FORMATION  OF  ANZA  PROPERTIES,  INC.

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

     (i)  executed  a Bond Term Sheet with e-Net outlining the proposed terms of
an  offering  to  raise  up  to $5,000,000.  The purpose of this offering was to
obtain  capital  on  behalf  of Anza Properties to acquire income producing real
estate.  This real estate would then provide the Company with improved cash flow
and  net  worth,  on  a  consolidated  basis.

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

                                       22
<PAGE>

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

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

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

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

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

                                       23
<PAGE>

GLOBAL  SETTLEMENT

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

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

     In  order to settle the outstanding disputes among all the parties, on June
26,  2001, e-Net entered into a settlement agreement with EMB Corporation, AMRES
Holding  LLC,  Vincent Rinehart, and Williams de Broe (the "Global Settlement").
As  part  of  the  Global  Settlement:

     (i)  e-Net  issued  to  EMB  1,500,000 shares of restricted common stock as
consideration  for  EMB's waiver of its registration rights for 7,500,000 shares
of  e-Net common stock already held by EMB.  The shares were valued at $0.14 per
share  based  on  a  10%  discount  from  the  closing  price on the date of the
agreement.  The Company will record a settlement expense of $229,500 with regard
to this issuance.  e-Net issued to EMB a promissory note in the principal amount
of  $103,404,  which  represents  the reduced amount due to EMB by e-Net under a
promissory  note  previously  issued  in  connection with the AMRES acquisition,
after  giving  effect to a principal reduction offset for amounts owed by EMB to
Wdb,  but which were satisfied by e-Net (see below).  The note bears interest at
the  rate  of  10%  per  annum  and  is  convertible into common stock of e-Net.

     (ii)  e-Net  issued  to  Williams  de  Broe  ("WdB")  3,000,000  shares  of
restricted common stock valued at $459,000 as consideration for WdB's release of
all  claims  against  e-Net  arising  under  the  purported  guarantee  of EMB's
obligation  to  WdB by e-Net.  The parties agreed that the amount be credited as
additional  consideration  to  apply  to  the EMB notes payable.  e-Net received
relief  of debt to EMB in the amount of $624,766, but does not expect to receive
any  reimbursement  from  EMB.

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

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

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

                                       24
<PAGE>

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

EXECUTIVE  COMPENSATION

     On  July  1,  2001, e-Net entered into an Employment Agreement with Vincent
Rinehart.  In  accordance  with  the  terms  of  the agreement, Mr. Rinehart was
granted options to acquire 2,500,000 shares of e-Net common stock at the closing
price  on  the date of the agreement, which shall vest over a three year period.
The  number  of  shares to be acquired upon exercise of the options shall not be
adjusted  for  a  stock  split,  and  is  limited  to  both  a  maximum value of
$1,900,000,  and  20%  of  the  outstanding  common  stock  of the Company.  The
issuance was exempt from registration pursuant to Section 4(2) of the Securities
Act  of  1933.

OTHER  CHANGES  IN  SECURITIES

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

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

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

ITEM  3     DEFAULTS  UPON  SENIOR  SECURITIES

         None

ITEM  4     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

         None

ITEM  5     OTHER  INFORMATION

         Not  applicable

ITEM  6     EXHIBITS  AND  REPORTS  ON  FORM  8-K

         None


                                       25
<PAGE>
                                   SIGNATURES

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



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



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



                                       26
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