UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-K
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     For the fiscal year ended June 30, 2004
                                     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 1-9728

                          J NET ENTERPRISES, INC.
__________________________________________________________________________
            Exact name of registrant as specified in its charter

            Nevada                                88-0169922
______________________________        __________________________________
State or other jurisdiction of        I.R.S. Employer Identification No.
incorporation or organization

4020 Lake Creek Drive, #100, Wilson, Wyoming              83014
____________________________________________             ________
Address of principal executive offices                   Zip Code

Registrant's telephone number, including area code:   (307) 739-8603
                                                      ______________
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:

          Title of each class
_______________________________________
Common Stock - Par value $.01 per share
Preferred Stock Purchase Rights

Indicate by check mark whether the Registrant (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 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
                                                        ___      ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K:    x
                               ___
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act):  Yes        No  x
                                            ___       ___

As of September 24, 2004, the aggregate market value of the voting stock
held by non-affiliates of the Registrant was $20,279,917.

As of September 24, 2004, there were 17,834,737 shares of the Registrant's
common stock outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement to be issued in
connection with the 2004 Annual Meeting of Stockholders are incorporated by
reference into Part III of this report.

                                   PART I

ITEM 1.  BUSINESS

J Net Enterprises, Inc. ("J Net") is a Nevada corporation primarily engaged
in investment advisory and investment management services through Epoch
Investment Partners, Inc. ("Epoch"), its wholly-owned subsidiary.  On June
2, 2004, J Net completed an acquisition of Epoch, which for accounting
purposes was treated as a reverse acquisition.  In a reverse acquisition,
the company that was legally acquired, Epoch in this case, is treated as if
it had acquired the legal acquiror (J Net).  The accounting for a reverse
acquisition, pursuant to generally accepted accounting principles in the
United States, dictates that the legally acquired company becomes the
surviving reporting entity.  Therefore, Epoch has become the Registrant as
defined by the Securities and Exchange Commission (the "SEC").  References
to the "Company" or "Epoch" are intended to refer to Epoch's business from
its inception on April 14, 2004 and the consolidated results of J Net and
it subsidiaries from June 2, 2004, the effective date of the business
combination, through June 30, 2004.  The J Net name is still being
utilized.  However, Management intends to change the name to Epoch Holdings
Corporation at the next annual meeting of stockholders, provided
stockholders approve such name change.  When the name is changed, the CUSIP
and stock trading symbol will also be changed.

Epoch, a registered investment advisor under the Investment Advisers Act of
1940 (the "1940 Act"), manages investment assets for mutual funds,
endowments, foundations and high net-worth individuals.  Epoch expects to
increase its customer base to include corporate pension funds, public
retirement plans, and to expand its existing client service offerings.
Revenues are generally derived from a percentage of assets under management
("AUM").  As a result, fluctuations in financial markets combined with
changes in the composition of AUM can significantly impact revenues and
results of operations.

Epoch was formed in April 2004 and co-founded by Mr. William W. Priest.
Mr. Priest has over 30 years experience in the investment advisory
business.  CI, a client of Mr. Priest from his former firm, transferred its
contract for subadvisory services to Epoch, representing AUM of
approximately $645 million as of April 30, 2004.  Other clients of Mr.
Priest from his former firm have transferred approximately $200 million of
additional AUM to Epoch as of June 30, 2004.

A critical success measure for Epoch is its ability to maintain existing
clients.  Therefore, in addition to investment performance, client service
is paramount to Epoch's ongoing operations.

Concurrent with the closing of the Epoch transaction, Management formalized
the process of seeking qualified buyers for its electronic commerce
software operations, which are conducted through its wholly-owned
subsidiary, IW Holdings, Inc. ("IWH").  Prior to the Epoch transaction,
Management had already evaluated a number of strategic alternatives and
retained third parties to assist with assessing the fair value of IWH.  In
September 2004, a sale of IWH was completed to the former management of
IWH.  Due to activities which were specifically directed at the disposal of
IWH, the IWH operations have been presented as discontinued operations.

Presently, the Company's common stock is quoted on the OTC bulletin board
("OTCBB") under the symbol "JNEI".  The Company expects to change its name
and its stock symbol to reflect Epoch as its primary operation at the next
annual meeting of stockholders.

The Company uses a fiscal year which ends on June 30 of each calendar year.
Because Epoch did not begin operations until April 2004, and reverse
acquisition accounting applies to the transaction, prior years' history
does not exist.  Unless otherwise indicated, references to "2004" indicate
the inception-to-date operations of Epoch (April 14, 2004 to June 30, 2004)
and operations for June 2, 2004 through June 30, 2004 for J Net and its
subsidiaries.

Recent Events and 2004 Highlights

The Epoch Acquisition

On June 2, 2004, J Net acquired Epoch, an investment advisory and
investment management business (the "Acquisition").  The Acquisition was
treated for accounting purposes as a reverse merger.  Therefore, it is
treated as if Epoch acquired J Net with Epoch becoming the surviving
entity.  Epoch was formed in April 2004 and co-founded by Mr. William W.
Priest.  Mr. Priest has over 30 years experience in the investment advisory
business.  CI Mutual Funds Inc. ("CI"), a client of Mr. Priest at his
former firm, agreed to transfer its contract for subadvisory services to
Epoch, representing AUM of approximately $645 million as of April 30, 2004.
Other clients of Mr. Priest from his former firm also transferred their
accounts to Epoch.  As of June 30, 2004, the total AUM was approximately
$848 million.

The Merger Agreement

The Acquisition was effected pursuant to the merger of Epoch Acquisition
Corp., a Delaware corporation and a newly-created, wholly-owned subsidiary
of J Net (the "Acquisition Sub"), with and into Epoch, with Epoch surviving
as a wholly-owned subsidiary of J Net.   Epoch's former stockholders
acquired the right, upon the satisfaction of certain conditions, to be
issued shares constituting a majority of the outstanding shares of common
stock of J Net, as further discussed below.  The merger was consummated
under Delaware law and pursuant to an Agreement of Merger and Plan of
Reorganization, dated June 2, 2004 (the "Merger Agreement"), as discussed
below.  J Net intends to carry on Epoch's investment advisory and
investment management business as J Net's sole line of business.

Under Nevada law, J Net did not need the approval of its stockholders to
complete the merger, as the constituent corporations in the merger were the
Acquisition Sub and Epoch.  J Net was not a constituent corporation in the
merger. The merger and its related transactions were approved by the
unanimous written consent of Epoch stockholders.

The Acquisition Consideration

Initial Stock Consideration

In consideration for the Acquisition, the Company issued 6,426,153 shares
of J Net Common Stock (the "Common Stock") to the former stockholders of
Epoch, representing approximately 42% of the Common Stock issued and
outstanding (the "Initial Stock Consideration").  See "Stockholders
Agreement," below, for a description of certain vesting provisions
concerning the Initial Stock Consideration.

Escrow Consideration

At the closing of the Acquisition, the Company issued and placed into
escrow on behalf of the former stockholders of Epoch an additional
2,669,563 shares of Common Stock, representing an additional 9% of Common
Stock issued and outstanding (the "Escrow Consideration").  Such
stockholders were entitled to the Escrow Consideration if, in at least 45
calendar days but not more than 120 calendar days following the effective
date of the Acquisition, Epoch received consents from clients to the
transfer of AUM to Epoch of 92.5% of Epoch's target of $842 million ($779
million) based on the market value of such AUM as of April 30, 2004 plus
(or less) net additions (or net withdrawals) thereafter.  Each such
stockholder had the right to vote and receive dividends in respect of the
shares held in escrow by J Net.  The Escrow Consideration would have been
reduced, and shares included therein would have been cancelled,
proportionately to the extent such 92.5% of Epoch's target was not
achieved.  On June 18, 2004, the $779 million AUM target was surpassed.
Therefore, on June 18, 2004, all parties mutually agreed that the Escrow
Consideration had been earned.

Contingent Stock Consideration

Additional shares of Common Stock will be issued to the former stockholders
of Epoch if, in the future, J Net incurs costs relating to taxes for
periods prior to the effective time of the Acquisition (the "Contingent
Stock Consideration").  The number of common shares which could be issued
would be determined by the amount paid in excess of $2 million , up to a
maximum amount of $8 million, divided by the market price of common stock
on the date of settlement.  In June 2004, the Company agreed to make
payments of approximately $1.4 million related to these taxes.  While there
can be no assurance that these payments represent the final amount of taxes
due, the Company believes there are no other significant items which could
cause the liability to increase.

The foregoing description of the Acquisition is qualified in its entirety
by reference to the full text of the Merger Agreement, a copy of which is
attached as an exhibit to a Form 8-K filed with the SEC on June 3, 2004.

Stockholders Agreement

J Net, the Epoch stockholders and certain trusts formed by them (their
"Family Affiliates"), David R. Markin and Allan R. Tessler (the "Existing
Stockholders") entered into a Stockholders Agreement (the "Stockholders
Agreement").  The Stockholders Agreement governs vesting, transfers and
voting of the shares of J Net Common Stock received by the Epoch
stockholders and Family Affiliates in the Acquisition and the J Net shares
held by the Existing Stockholders (the "Initial Shares").

     Vesting.  The Stockholders Agreement provides that the Initial Shares
held by the Epoch stockholders who became employees of the Company after
the Acquisition (the "Employee Owners") and their Family Affiliates will be
subject to vesting over a three-year period on the following schedule:
12.5% vested as of the date of the Stockholders Agreement, 25% vested as of
the first anniversary thereof, 50% vested as of the second anniversary
thereof and 100% vested as of the third anniversary thereof.  If an
Employee Owner's employment with the Company is terminated within three
years of the date of the Stockholders Agreement, the unvested Initial
Shares held by such Employee Owner and his or her Family Affiliates will be
subject to purchase by the Company at a price of $0.01 per share.

     Transfer Restrictions.  The Stockholders Agreement prohibits any
transfers of Initial Shares by the Epoch stockholders or their Family
Affiliates or the Existing Stockholders (together, the "Stockholder
Parties") prior to June 2, 2007, except in those circumstances noted below.
Thereafter, the Stockholder Parties may transfer their Initial Shares only
as follows:

     .  Each Employee Owner together with his or her Family Affiliates may,
        in the aggregate, transfer (1) on and after June 2, 2007 and prior
        to June 2, 2008, a number of Initial Shares not to exceed 12.5% of
        the aggregate number of Initial Shares received in the Acquisition
        by such Employee Owner and Family Affiliates, (2) on and after June
        2, 2008 and prior to June 2, 2009, a number of Initial Shares not
        to exceed 12.5% of the aggregate number of Initial Shares received
        in the Acquisition by such Employee Owner and Family Affiliates,
        (3) on and after June 2, 2009 and prior to June 2, 2010, a number
        of Initial Shares not to exceed 25% of the aggregate number of
        Initial Shares received in the Acquisition by such Employee Owner
        and Family Affiliates and (4) on and after June 2, 2010, any number
        of Initial Shares, provided that, in all cases, prior to the first
        anniversary of the termination of employment of any Employee Owner,
        neither such Employee Owner nor his or her Family Affiliates may
        transfer Initial Shares if, as a result of such transfer, such
        Employee Owner and Family Affiliates would in the aggregate own
        less than 30% of the aggregate number of Initial Shares received in
        the Acquisition by such Employee Owner and Family Affiliates.  The
        number of Initial Shares eligible for transfer in any one calendar
        year but not transferred may be added to the number otherwise
        eligible to be transferred in any future year.

     .  Each Stockholder Party other than the Employee Owners and their
        Family Affiliates may transfer any Initial Shares on and after the
        third anniversary of the date of the Stockholders Agreement.

Notwithstanding the foregoing, if an Employee Owner's employment with the
Company terminates due to disability or death, the Employee Owner (or his
or her estate) and his or her Family Affiliates may transfer any vested
Initial Shares without restriction.  In addition, the Board of Directors,
or a body designated by the Board of Directors, has the authority to make
exceptions to any or all of the transfer restrictions applicable to vested
Initial Shares contained in the Stockholders Agreement and may permit or
cause other persons to become party to the agreement.

     Voting.  Each of the Stockholder Parties has agreed to vote their
shares and take any other actions necessary to effectuate the following
agreements:

     1.  The Company's board of directors will have seven members;

     2.  four of those directors will be designated by William W. Priest
         (of which at least two will not be current or former shareholders
         or officers of Epoch), who will also have the right to cause the
         removal and/or replacement of those directors in the future;

     3.  three of the directors on the board prior to the effective time of
         the Acquisition (Allan R. Tessler, David R. Markin and Eugene M.
         Freedman) shall continue to serve as members of the board; and

     4.  the bylaws of the Company shall be amended to provide that the
         following decisions of the board of directors must be made by a
         two-third majority: (i) compensation of Mr. Priest except as
         described below under "CEO Agreement," (ii) issuance of additional
         shares of the Company's stock to any Employee Owner (other than
         pursuant to the Merger Agreement) and (iii) any amendment of the
         Stockholders Agreement.

The Stockholders Agreement provides that the agreement of the Stockholder
Parties to vote in accordance with these provisions will expire on June 2,
2007, provided that the obligation of each Employee Owner and his or her
Family Affiliates shall continue thereafter with respect to provisions 1
and 2 above as long as any of them holds any Initial Shares and Mr. Priest
is employed by the Company.

     CEO Agreement.  The Stockholders Agreement provides that prior to the
third anniversary thereof, the Company will enter into an employment
arrangement with William W. Priest customary for chief executive officers
of peer group companies.  Such agreement need only be approved by a simple
majority of J Net's directors.

     Call Right.  The Stockholders Agreement provides that the Company may
repurchase 30% of the Initial Shares received in the Acquisition of an
Employee Owner and his or her Family Affiliates at a purchase price of
$0.01 per share if at any time during employment or the one year after
leaving if such Employee Owner engages in:

     .  soliciting or accepting business from any person or institution who
        was a client or prospective client of the Company or its
        subsidiaries during the year prior to the departure of the Employee
        Owner (or, in the case of an action taken during employment, during
        the prior year); and

     .  employing or soliciting for employment employees of the Company or
        its subsidiaries.

Registration Rights Agreement

Pursuant to the Acquisition, the Company entered into a registration rights
agreement with stockholders who received shares of Common Stock in the
Acquisition (the "Registration Rights Agreement").  The Registration Rights
Agreement requires, on demand of either of William W. Priest or Berenson
Epoch LLC on up to two occasions for each such stockholder, to prepare and
file a registration statement that covers the resale of those shares, and
the shares of any other holders of registration rights electing to
participate in the registration.  In addition, the Company must give the
holders of registration rights notice at least 15 days prior to the
proposed date of filing a registration statement for the offer and sale of
Common Stock for the Company or for any other selling stockholder, and
provide these holders with the opportunity to participate and have their
Common Stock included in the registration statement, subject to customary
underwriter cutback provisions.  This participation right does not apply to
registration statements related to an employee benefit plan, a dividend
reinvestment plan or on Form S-4 or Form S-8 under the Securities Act of
1933, as amended.  The Company will bear all expenses incident to the
obligations under the Registration Rights Agreement, other than any
underwriting fees, discounts or commissions, or any out-of-pocket expenses
of the persons exercising the registration rights, or any transfer taxes
relating to the resale of their shares.

Board of Directors; Change of Control

Pursuant to the Stockholders Agreement, the total number of members of the
board of directors was increased from five to seven.  William W. Priest has
the right to nominate four members of the Company's board of directors at
any meeting of stockholders.  Both Mr. Priest and Jeffrey L. Berenson were
appointed to the board of directors at the closing of the Acquisition, with
Messrs. Alan J. Hirschfield and Robert L. McDonald, Sr. resigning at such
time.

Discontinued operations

Upon completion of the Acquisition, Management formalized a process of
seeking qualified buyers for IWH, a wholly-owned subsidiary of the Company
that conducts business in the electronic commerce software business.
Management was already actively evaluating strategic alternatives for these
operations prior to the Acquisition, and had retained a third party to
assist with identifying prospective buyers and advise on the fair market
value of IWH's operations.  In September 2004, a sale of IWH's assets to
the management of IWH was completed.  Due to the fact that a tentative plan
to dispose of IWH existed, and activities directly related to disposal of
those operations were underway, the operations of IWH have been classified
as discontinued operations.

Description of Business

General

Epoch provides investment advisory services to high net-worth individuals
and institutions including corporate retirement accounts, endowments,
foundations, and mutual funds.  Epoch's overall investment philosophy is
determined by William W. Priest, and, with respect to the bulk of AUM, will
be focused in the near-term on achieving a superior risk-adjusted return by
investing in companies that are undervalued relative to the investment
team's determination of fair value.  The security selection and portfolio
construction processes are designed to protect capital in declining markets
and participate fully in rising markets.

Managed Asset Classes

Epoch provides clients with a range of investment asset classes designed to
meet varying investment objectives.  The investment portfolios are offered
in the following asset classes: All Cap Equity, Small Cap Equity, Global
Small Cap Equity and Balanced.  Each equity portfolio will be diversified
with respect to sectors, industries and security weightings, with the
Global Small Cap Equity portfolios additionally being diversified among
countries.  Balanced portfolios will consist of an equity portfolio similar
to the All Cap Equity portfolio and a fixed income portfolio that includes
municipal bonds, U.S. Treasuries and corporate bonds.

Investment Strategy

The investment process builds upon two concepts - return seeking strategies
and risk reducing tactics.  Security selection drives returns and portfolio
construction processes control risk exposure.

     Return Strategy:  Security selection involves a business analysis, a
cash flow financial analysis, and a valuation process.  Epoch analyzes a
business in the same manner a private investor would if they were
purchasing the entire company.  Epoch invests only in those businesses it
believes it can understand and only in those businesses where there is
confidence in the financial statements from which to build the financial
perspectives.  Generally, Epoch seeks those businesses that generate excess
or "free" cash flow.  As a generality, Epoch seeks those securities that
have unrecognized potential yet possess a combination of above average
yield, above average free cash flow growth and/or a below average
valuation.

     Risk Control Strategy: Diversification is the heart of portfolio
construction. One wants to neutralize or diversify away the risks one does
not want to take.  Epoch accomplishes that end by diversifying across
attractive sectors, limiting individual holding sizes, and possessing a
sell discipline based on a risk/reward analysis of the security price
relative to the fundamental business outlook and pre-established sell
criteria.  The goal is to produce an efficient portfolio with respect to
the risk/return relationship.  In other words, in light of expectations for
returns, Epoch wants to create the least volatile portfolio consistent with
those expectations.

Advisory and Subadvisory Service Agreements

Epoch manages the accounts of its clients under investment advisory and
subadvisory agreements.  Such agreements are usually terminable upon short
notice and provide for compensation based on the market value of the
client's AUM.  Fees are generally payable in arrears on a quarterly basis.
Epoch provides overall investment management services including providing
advice and recommendations concerning investments and reinvestments.
Unless directed otherwise by clients, Epoch has the authority to vote all
proxies with respect to a client's assets.  Epoch does not provide
custodial services, which are provided by third parties designated by each
client.

CI transferred its contract for subadvisory services to Epoch, under which
Epoch performs substantially the same service as it does under an advisory
agreement.  Subadvisory fees are computed upon the daily net assets of the
client and are payable on a quarterly basis.  The CI contract also contains
a two-year commitment for the Company to provide subadvisory services.

Distribution Channels

Epoch markets its services through a variety of channels that allow it to
expand the reach of  investment advisory services.  These channels provide
the ability to leverage the existing distribution infrastructure and
capabilities of other financial services firms and intermediaries and focus
on core competency of developing outstanding investment asset classes.

Institutional Investment Consultants

Investment management consulting firms serve as gatekeepers to an
overwhelming percentage of corporate pension plans, endowments and
foundations, which represent a key Epoch client market.  Consultants
provide guidance and expertise in setting a client's asset allocation
strategy, as well as the establishment of an investment policy.  In
addition, consultants make recommendations of best in class investment
firms that they believe will allow their client's investment objectives to
best be met.  Epoch will seek consulting firm relationships, and create
services to increase the awareness of products in both the consultant
community and the potential institutional client base.

Subadvisory Relationships

Subadvisory relationships allow Epoch to extend the reach of investment
management services to the clients of another investment company that has
far reaching distribution capabilities.  In a sub-advisory arrangement, the
client would be the investment company through which Epoch's services will
be offered to investors.  In the subadvisory arrangement with CI,
investment advisory services are made available through retail-based mutual
fund offerings to Canadian residents.  CI sponsors the mutual funds and is
responsible for marketing, distribution, operations and accounting related
to these funds.

Managed Accounts

Managed accounts are typically high net worth individuals or small
institutions.  Many of these prospective clients were previous clients of
William W. Priest for periods of time ranging from one year to, in a few
cases, nearly thirty years.  Services provided include asset allocation
recommendations as well as portfolio management services.

Growth Strategy

Epoch believes that it will establish a strong platform to support future
growth, deriving strength in large part from the experience and
capabilities of its management team and skilled investment professionals.
Epoch believes that assembling this focused, stable team should contribute
to investment performance results, provide quality customer service and a
growing array of asset classes under management.  Opportunities for future
growth are expected to come from existing and new clients, strategic
acquisitions and alliances, and strengthening of Epoch's brand name.

Generate growth from clients.  Epoch's principals have existing client and
consultant relationships.  As its primary business objective, Epoch intends
to create, maintain and enhance relationships with existing clients, and
with investment consultants by providing solid investment performance and a
high level of quality service to these relationships.  Additionally, Epoch
will pursue growth through targeted sales and marketing efforts that
emphasize  its performance results and client service.  New institutional
client accounts are generally derived via investment consultants.  Epoch
intends to establish a dedicated sales effort to this distribution channel.

Attract and retain key employees.  In order to achieve Epoch's performance
and client relationship objectives, Epoch must be able to attract and
retain talented investment professionals.  Epoch believes that it is
creating a workplace environment in which motivated, performance-driven,
and client-oriented individuals thrive.  Epoch offers its employees a
compensation program that includes strong equity incentives so that the
success of the employees will be closely tied to the success of the clients
and its business.  Epoch believes this is a critical ingredient to
continuing to build a stable, client-focused environment.

Pursue strategic acquisitions and alliances.  Epoch will evaluate strategic
acquisitions, joint ventures and alliances carefully.  Epoch may, in time,
have an interest in pursuing asset management firms or trust companies that
have assets with respect to which Epoch has expertise or those that appear
appropriate as a means of expanding the range of asset classes.  By
acquiring investment firms that successfully manage asset classes in which
Epoch does not specialize, Epoch could attract new clients and provide
existing clients with a more diversified range of asset classes.  Epoch may
also consider entering into alliances with other financial services firms
that would allow us to leverage core competency of developing superior
investment products in combination with alliance partners that provide
world-class distribution capabilities.

Competition

Epoch will be subject to substantial and growing competition in all aspects
of its business.  Barriers to entry to the asset management business are
relatively low, and management anticipates that it will face a growing
number of competitors.  Although no one company dominates the asset
management industry, many companies are larger, better known and have
greater resources than Epoch.

Further, Epoch competes with other asset management firms on the basis of
asset classes offered, the investment performance of those asset classes in
absolute terms and relative to peer group performance, quality of service,
fees charged, the level and type of compensation offered to key employees,
and the manner in which asset classes are marketed.  Many of Epoch's
competitors have more asset classes and services and may also have
substantially greater AUM.

Epoch competes against an ever-increasing number of investment dealers,
banks, insurance companies and others that sell equity funds, taxable
income funds, tax-free investments and other investment products.  Also,
the allocation by many investors of assets away from active equity
investment to index funds, fixed income or similar asset classes has
enhanced the ability of firms offering non-equity asset classes and passive
equity management to effectively compete with Epoch. In short, the
competitive landscape in which Epoch operates is both intense and dynamic,
and there can be no assurance that Epoch will be able to compete
effectively in the future as an independent company.

Additionally, most prospective clients perform a thorough review of an
investment manager's background, investment policies and performance before
committing assets to that manager.  In many cases, prospective clients
invite a number of competing firms to make presentations.  The process of
obtaining a new client typically takes twelve to eighteen months from the
time of the initial contact.  While historically the management of Epoch,
via performance of their prior firms, has achieved a degree of success in
competing successfully for new clients, it is a process to which the
Company must dedicate significant resources over an extended period, with
no certainty of success.

Regulation

Virtually all aspects of Epoch's business are subject to various federal
and state laws and regulations.  These laws and regulations are primarily
intended to protect investment advisory clients and stockholders of
registered investment companies.  Under such laws and regulations, agencies
that regulate investment advisers, such as Epoch, have broad administrative
powers, including the power to limit, restrict or prohibit such an adviser
from carrying on its business in the event that it fails to comply with
such laws and regulations.  In such an event, the possible sanctions that
may be imposed include the suspension of individual employees, limitations
on engaging in certain lines of business for a specified period of time,
revocation of investment adviser and other registrations, censures and
fines.  Epoch believes that it is in substantial compliance with all
material laws and regulations.

Epoch's business is subject to regulation at both the federal and state
level by the SEC and other regulatory bodies.  Epoch is registered with the
SEC under the 1940 Act and under the laws of relevant states.  As a
registered investment adviser, Epoch is regulated and subject to
examination by the SEC.  The Investment Advisers Act imposes numerous
obligations on registered investment advisers, including fiduciary duties,
record keeping requirements, operational requirements, marketing
requirements and disclosure obligations.  Under the rules and regulations
of the SEC promulgated pursuant to the federal securities laws, Epoch is
subject to periodic examination by the SEC.  The SEC is authorized to
institute proceedings and impose sanctions for violations of the Investment
Advisers Act, ranging from censure to termination of an investment
adviser's registration.  The failure of Epoch to comply with the
requirements of the SEC could have a material adverse effect on us.  We
believe that Epoch is in substantial compliance with the requirements of
the regulations under the Investment Advisers Act.

Cautionary Statements

If any of the following material risks occur, Epoch's business, financial
condition or results of operations would likely suffer.

The Company does not have any operating history as an asset management
business, and therefore most of the historical financial information may
not be indicative of future performance.

The Acquisition was effective on June 2, 2004.  Prior to that date, J Net's
business was centered on enterprise software and technology infrastructure.
The enterprise software business was sold in September 2004 and the
technology infrastructure investment activities were suspended.  Epoch
remains the sole line of business of the Company.

Although the Company is confident the former stockholders and employees of
Epoch have experience, good reputations and good prospects in the asset
management business, the acquisition of clients and generation of revenue
cannot be assured.

Some members of Management are critical to success, and the inability to
attract and retain key employees could compromise future success.

Future success will depend to a significant extent upon the services of its
executive officers, particularly William W. Priest.  There are no
employment agreements with any key employees, including Mr. Priest.
However, pursuant to the Stockholders Agreement, shares of Common Stock
held by Mr. Priest and other former Epoch stockholders who are employees
are subject to forfeiture.  The loss of the services of one or more key
employees or failure to attract, retain and motivate qualified personnel
could negatively impact the business, financial condition, results of
operations and future prospects.  As with other asset management
businesses, future performance depends to a significant degree upon the
continued contributions of certain officers, portfolio managers and other
key marketing, client service and management personnel.  There is
substantial competition for these types of skilled personnel.

The Company will be effectively controlled by William W. Priest, the
Company's Chief Executive Officer.

For at least the first three years following the Acquisition, pursuant to
the Stockholders Agreement, William W. Priest will have the right to cause
stockholders of the Company expected to hold a majority of the Common Stock
outstanding to set the number of directors on the board of directors at
seven, and to vote for four persons selected by him for appointment to the
board.  Moreover, he will have the right to cause such stockholders to
remove and/or replace any of these directors at any time.  As a result
William W. Priest will control the Company's board of directors, and,
therefore,  business, policies and affairs, including determinations with
respect to acquisitions, dispositions, borrowings, issuances of Common
Stock or other securities of the company, and the declaration and payment
of dividends on the Common Stock.

Stockholders of J Net prior to the Acquisition may experience substantial
dilution in the percentage of  outstanding shares they own if the Company
is required, pursuant to certain provisions in the Merger Agreement, to
issue additional shares of Common Stock.

Pursuant to the Merger Agreement, additional shares of the Company's Common
Stock will be issued to the former stockholders of Epoch if J Net incurs
costs relating to taxes for periods prior to the effective time of the
Acquisition of greater than $2 million.  Presently, the Company believes it
has reached an agreement on all significant matters related to taxes, and
therefore believes this risk has been diminished or eliminated.  However,
there can be no assurance this will be true until the applicable statute of
limitations expires.

Negative performance of the securities markets could reduce revenues.

Results of operations could be affected by many economic factors, including
the performance of the securities markets.  Negative performance in the
securities markets or certain segments of those markets or short-term
volatility in the securities markets or segments thereof could result in
investors withdrawing assets from the markets or decreasing their rate of
investment, either of which could reduce revenues.  Because most of the
anticipated revenues are to be based on the value of AUM, a decline in the
value of those assets would also adversely affect revenues.  In addition,
in periods of slowing growth or declining revenues, profits and profit
margins are adversely affected because certain expenses remain relatively
fixed.

In particular, approximately fifty percent (possibly more) of AUM are
expected to be invested in equity securities of companies with market
capitalizations between $200 million and $10 billion, often characterized
as small or mid-sized companies.  As a consequence, the Company is
susceptible to the volatility associated with changes in the market for
stocks that fall within these two capitalization classes.

Poor investment performance of the assets managed could adversely affect
results of operations.

Because the Company competes with many other asset management firms on the
basis of asset classes offered and the investment performance of those
asset classes, success is dependent to a significant extent on the
investment performance of the assets that are managed.  Good performance
stimulates new client accounts, which results in higher revenues.
Conversely, poor performance tends to result in the loss or reduction of
client accounts, with corresponding decreases in revenues.

The business is dependent on investment advisory and subadvisory agreements
that are subject to termination or non-renewal; therefore, clients could be
lost on very short notice.

Substantially all anticipated revenues are to be derived pursuant to
investment advisory and subadvisory agreements with clients.  In general,
either party may terminate these agreements upon 30 days' notice.  Any
termination of, or failure to renew these agreements, could have a material
adverse impact, particularly because many of the costs are relatively
fixed.

The largest client is expected to account for more than 45% of total
revenues during the next year, and therefore the Company is dependent to a
significant degree on the ability to create and maintain a relationship
with this client.  There can be no assurance that the Company will be
successful in creating or maintaining client relationships.  Any failure by
the Company to retain one or more large clients or establish profitable
relationships with additional clients could have a material adverse effect
on the business, financial condition and results of operations.

Any event that negatively affects the asset management industry could have
a material adverse effect.

Any event affecting the asset management industry that results in a general
decrease in AUM or a significant general decline in the number of advisory
clients or accounts could negatively impact revenues.  Future growth and
success depends in part upon the growth of the asset management industry.

The Company's business is subject to pervasive regulation with attendant
costs of compliance and serious consequences for violations.

Virtually all aspects of Epoch's business are subject to various laws and
regulations.  Violations of such laws or regulations could subject the
Company and/or its employees to disciplinary proceedings or civil or
criminal liability, including revocation of licenses, censures, fines or
temporary suspension, permanent bar from the conduct of business,
conservatorship or closure. Any such proceeding or liability could have a
material adverse effect upon the business, financial condition, results of
operations and business prospects.  These laws and regulations generally
grant regulatory agencies and bodies broad administrative powers,
including, in some cases, the power to limit or restrict the Company from
operating business and, in other cases, the powers to place the Company
under conservatorship or closure, in the event we fail to comply with such
laws and regulations.  Due to the extensive regulations and laws to which
the Company is subject, Management is required to devote substantial time
and effort to legal and regulatory compliance issues.  In addition, the
regulatory environment in which Epoch operates is subject to change. Epoch
may be adversely affected as a result of new or revised legislation or
regulations or by changes in the interpretation or enforcement of existing
laws and regulations. See " -Regulation."

Potential misuse of assets and information in the possession of portfolio
managers and employees could result in costly litigation and liability for
the Company and its clients.

Portfolio managers will handle a significant amount of assets, financial
and personal information for clients.  Although policies have been
implemented to minimize the risk of fraudulent taking or misuse of assets
and information, there can be no assurance that the policies will be
adequate to prevent taking or misuse by portfolio managers or employees. If
the policies are ineffective in preventing the fraudulent taking or misuse
of assets and information, the Company could be subject to costly
litigation, which could consume a substantial amount of resources and
distract Management from the operation of the Company and could also result
in regulatory sanctions. Additionally, any such fraudulent actions could
adversely affect some clients in other ways, and these clients could seek
redress against the Company.

Acquisitions, which may be part of the long-term business strategy,
involve inherent risks that could compromise the success of the combined
business and dilute the holdings of current stockholders.

As part of Epoch's long-term business strategy, it may consider
acquisitions of similar or complementary businesses.  See " - Growth
Strategy."  If the Company is not correct when it assesses the value,
strengths, weaknesses, liabilities and potential profitability of
acquisition candidates or is not successful in integrating the operations
of the acquired businesses, the success of the combined business could be
compromised.  Any future acquisitions will be accompanied by the risks
commonly associated with acquisitions.  These risks include, among others,
potential exposure to unknown liabilities of acquired companies and to
acquisition costs and expenses, the difficulty and expense of integrating
the operations and personnel of the acquired companies, the potential
disruption to the business of the Company and potential diversion of
Management's time and attention, the impairment of relationships with and
the possible loss of key employees and clients as a result of the changes
in management, potential future write-downs related to goodwill impairment
in connection with acquisitions, and dilution to the stockholders of the
combined company if the acquisition is made for stock of the combined
company.  In addition, asset classes, technologies or businesses of
acquired companies may not be effectively assimilated into the business or
have a positive effect on the combined company's revenues or earnings.  The
combined company may also incur significant expense to complete
acquisitions and to support the acquired asset classes and businesses.
Further, any such acquisitions may be funded with cash, debt or equity,
which could have the effect of diluting the holdings or limiting the rights
of stockholders. Finally, Epoch may not be successful in identifying
attractive acquisition candidates or completing acquisitions on favorable
terms.

The Company's proposed business is vulnerable to systems failures that
could have a material adverse effect on our business, financial condition
and results of operations.

Any delays or inaccuracies in securities pricing information or information
processing could give rise to claims against Epoch, which could have a
material adverse effect on the business, financial condition and results of
operations.  The Company is highly dependent on communications and
information systems and on third party vendors for securities pricing
information and updates from certain software.  Epoch may suffer a systems
failure or interruption, whether caused by an earthquake, fire, other
natural disaster, power or telecommunications failure, unauthorized access,
act of God, act of war or otherwise, and back-up procedures and
capabilities may not be adequate or sufficient to eliminate the risk of
extended interruptions in operations.

The Company may not be able to fund future capital requirements on
favorable terms if at all.

The Company cannot be certain that financing to fund working capital or
other cash requirements, if needed, will be available on favorable terms,
if at all.  Capital requirements will vary greatly from quarter to quarter
depending on, among other things, capital expenditures, fluctuations in
operating results and financing activities.  We believe that current cash
and cash equivalents and cash flows from operations will be sufficient to
satisfy the Company's cash requirements for the foreseeable future.
However, if future financing is necessary, the Company may or may not be
able to obtain financing on favorable terms, if at all.  Further, any
future equity financings could dilute the relative percentage ownership of
the then existing holders of Common Stock, and any future debt financings
could involve restrictive covenants that limit our ability to take certain
actions.

Employees

As of June 30, 2004, the Company employed 28 full-time employees.  Nine
employees are involved in the portfolio management, research and trading
roles, two in marketing, and six in operations and business management.
There were eleven full-time employees at IWH, the discontinued operations,
as of June 30, 2004.  None of the Company's employees are covered by a
collective bargaining agreement and Management believes that it has
satisfactory employee relations.

ITEM 2.  PROPERTIES
         __________

The Registrant, J Net Enterprises, Inc., has its corporate headquarters in
Wilson, Wyoming under a month-to-month lease.  Certain administrative
support and corporate affairs are conducted in offices in Plano, Texas with
approximately 3,000 square feet under a lease which expires in February
2005.  The Company expects to operate its business in New York, New York
and will be evaluating its structure in the near future.

Epoch is conducting its primary operations through a month-to-month space
use agreement with approximately 6,500 square feet in New York, New York
and anticipates relocating to permanent office space in early calendar
2005.  On September 15, 2004, Epoch entered into an office space lease to
occupy approximately 10,000 square feet in New York, New York.  This office
space will become the principle office of the Company.  Epoch also has an
office space lease in Sherman Oaks, California.

IWH, the discontinued operations, has its principal offices in New York,
New York and leases approximately 2,000 square feet of office space. The
lease on the office space renews in three-month increments. The current
renewal expires in October 2004.

The Company is the primary party to a lease in New York, New York with
approximately 8,500 square feet, which expires in 2010. In January 2002, a
sublease agreement was executed with an unrelated third party. While the
Company remains responsible under terms of the original lease, the
subtenant has assumed those responsibilities and is performing its
obligations under the sublease agreement. Proceeds from the sublease more
than offset costs in the primary lease, net of profit sharing with the
landlord.

ITEM 3.  LEGAL PROCEEDINGS
         _________________

The Company and its subsidiaries are not a party to any legal matters that
could have a material impact on its operations as of June 30, 2004.
However, InterWorld, an inactive 95.3% owned subsidiary of J Net, is
subject to one claim.

On March 8, 2001, as amended on May 29, 2001, InterWorld received notice
that the SEC commenced a formal order directing a private investigation by
the SEC with respect to whether InterWorld engaged in violations of Federal
Securities Laws as it relates to InterWorld's financial statements, as well
as its accounting practices and policies. Also under review by the SEC is
certain trading in InterWorld stock. All the above events are related to
periods prior to J Net or Epoch's common stock ownership in InterWorld.

The investigation is confidential and the SEC has advised that the
investigation should not be construed as an indication by the SEC or its
staff that any violation of law has occurred nor should the investigation
be construed as an adverse reflection on any person, entity or security.
Although the Company is unaware of any activity with respect to the
investigation for more than two years, InterWorld intends to fully
cooperate with the SEC.

PBS Realty ("PBS"), a real estate broker conducting business in New York
City filed a $1.2 million claim against InterWorld in April 2002. The claim
alleged that PBS was owed commissions by InterWorld for services related to
PBS's attempts to sublease office space previously occupied by InterWorld
in New York City.  InterWorld vigorously contested the claim. In April
2004, InterWorld and PBS entered into a Settlement Agreement and Release
(the "Settlement").  Upon execution of the Settlement, InterWorld, PBS and
J Net agreed that J Net would pay $.2 million to PBS in exchange for PBS
discontinuing its litigation against InterWorld.  In addition, PBS agreed
to release InterWorld and J Net from any claims, charges, demands, sums of
money, actions, rights, and any other liabilities related to the claims
asserted by PBS.

In May 2004, InterWorld Corporation filed for protection under Chapter 7 of
the U.S. Bankruptcy Code.  InterWorld has no assets, and has liabilities of
approximately $1.7 million.

From time to time, the Company or its subsidiaries are parties to claims,
legal actions and complaints arising in the ordinary course of business.
Presently, there are no such issues which would have a material adverse
affect on the Company's consolidated position.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ___________________________________________________

Not applicable.

                                  PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         _____________________________________________________________
         MATTERS
         _______

The Company's Common Stock is quoted on the OTCBB under the trading symbol
JNEI.  The following table sets forth the range of prices for shares of the
Common Stock for the fiscal quarters indicated.  No cash dividends were
paid during those fiscal quarters.

                               COMMON STOCK
__________________________________________________________________________
                                          High           Low
__________________________________________________________________________

Fiscal 2004
  First Quarter                           $1.40         $ .75
  Second Quarter                           1.40          1.00
  Third Quarter                            1.47          1.25
  Fourth Quarter                           3.00          1.40
__________________________________________________________________________

Fiscal 2003
  First Quarter                           $ .90         $ .53
  Second Quarter                            .75           .48
  Third Quarter                            1.56           .70
  Fourth Quarter                           1.71          1.08
__________________________________________________________________________

As of September 24, 2004 there were 1,147 holders of record of the
Company's Common Stock.  The number of holders of record of the Company's
Common Stock on September 24, 2004 was computed by a count of record
holders.

Dividends

No cash dividends were paid during the year ended June 30, 2004.  Future
payment of quarterly cash dividends, if any, is subject to periodic review
and reconsideration by the Company's Board of Directors.

Recent issuance of unregistered securities

Upon the closing of the business combination with Epoch, Allan R. Tessler
was awarded 200,000 restricted shares of the Company's Common Stock, priced
at $1.50 per share, for his role in identifying and closing the business
combination with Epoch.

Equity Compensation Plan Information

<TABLE>

The following table provides information regarding the status of the Company's former and proposed
equity compensation plans at June 30, 2004:

                                Number of                                     Number of securities
                             securities to be                                 remaining available
                               issued upon                                     for future issuance
                               exercise of         Weighted-average               under equity
                                 options,          exercise price of             compensation plans
                               warrants and       outstanding option,        (excluding  securities)
Plan Category                     rights          warrants and rights         reflected in Column A
_____________                _________________    ___________________         ______________________
<S>                          <C>                  <C>                         <C>

Equity Compensation plan
  approved by security
  holders                         795,000                 $ 9.05                          - (a)

Equity compensation plans
  not approved by security
  holders                         610,000                 $12.38                          -

Equity compensation plans
  not approved by security
  holders                              -                       -                  3,000,000 (b)

(a)  The Company's 1992 Incentive and Nonqualified Stock Option Plan expired on September 30, 2002.
The remaining options under this plan will remain open until they are exercised, cancelled or
expire.

(b)  The proposed plan will be submitted to the Company's stockholders for approval at the next
annual meeting of stockholders.

</TABLE>
<PAGE>
ITEM 6.  SELECTED FINANCIAL DATA
         _______________________

The following is selected financial data of the Company.  Epoch commenced
operations on April 14, 2004.  Accordingly, the selected financial data
reflects this limited operating history (dollars in thousands, except per
share data):

Statement of Operations Data                Inception to June 30, 2004
____________________________                __________________________

Operating Data:
______________

Loss from continuing operations                      $(1,013)
Income from discontinued operations                       21
                                                     _______
  Net loss                                           $  (992)
                                                     =======

Basic and diluted loss per share
  from continuing operations                         $  (.15)
                                                     =======
Basic and diluted earnings per share
  from discontinued operations                       $     -
                                                     =======
Average outstanding common shares from
  inception to June 30, 2004                           6,718
                                                     =======

Balance Sheet Data

  Total assets                                       $17,152
                                                     =======

  Short-term investments                             $ 4,967
                                                     =======

  Long-term debt                                           -

  Stockholders' equity                               $12,687
                                                     =======

  Assets under management (in millions)              $   848
                                                     =======

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         _______________________________________________________________
         RESULTS OF OPERATIONS
         _____________________

Forward-looking Statements; Risks and Uncertainties
Certain information included in this Annual Report on Form 10-K and other
materials filed or to be filed by the Company with the SEC contains
statements that may be considered forward-looking.  All statements other
than statements of historical information provided herein may be deemed to
be forward-looking statements.  Without limiting the foregoing, the words
"believes", "anticipates", "plans", "expects", "should", and similar
expressions are intended to identify forward-looking statements.  In
addition, from time to time, the Company may release or publish forward-
looking statements relating to such matters as anticipated financial
performance, business prospects, customer developments and similar matters.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor
for forward-looking statements.  In order to comply with the terms of the
safe harbor, the Company notes that a variety of factors could cause the
Company's actual results and experience to differ materially from the
anticipated results or other expectations expressed in the Company's
forward-looking statements.

There are numerous risks which may affect the results of operations of the
Company.  Factors which affect the Company's success include, but are not
limited to, its ability to maintain existing customers, the ability to
attract new clients, market performance and retention of key employees.  In
addition, the strategy of pursuing acquisitions has inherent risks and its
success is dependent on the ability to identify and acquire businesses or
assets on terms which are favorable to the Company.  There can be no
assurance that any of these operating factors or acquisitions can be
achieved, or that, if undertaken, they will be successful.

Overview
The Company provides investment advisory and investment management services
to its clients.  Its operating subsidiary, Epoch, is a registered
investment advisor under the 1940 Act.  Its business operations are to
manage investment assets for mutual funds, endowments, foundations and high
net-worth individuals.  Epoch's revenues are generally derived from a
percentage of AUM.  Therefore, revenues are dependent on (i) performance of
financial markets, (ii) the ability to maintain existing clients, and (iii)
changes in the composition of AUM.  The management team is led by William
W. Priest.  Mr. Priest has over 30 years of experience in the investment
advisory business.  The overall investment philosophy is determined by Mr.
Priest and, with respect to the majority of the AUM, is focused in the
near-term on achieving a superior risk-adjusted return by investing in
companies which are undervalued relative to the investment team's fair
value determinations.  Security selection and portfolio composition are
designed to protect capital in declining markets while participating in
rising markets.

The Company uses a fiscal year which ends on June 30 of each calendar year.
The June 2, 2004 business combination between J Net and Epoch was treated
as a reverse merger.  Therefore, Epoch's historical operations, which are
limited, provided the basis for this Management's Discussion and Analysis.
The consolidated June 30, 2004 results of operations reflect  April 14,
2004 (the date on which Epoch began conducting business operations) through
June 30, 2004 operations for Epoch and the June 2, 2004 through June 30,
2004 operating results for J Net and its subsidiaries, the date upon which
J Net's operations became consolidated with those of Epoch.

Critical Accounting Policies

General
The policies outlined below are critical to the Company's operations and
the understanding of the results of operations.  The impact of these
policies on operations is discussed throughout Management's Discussion and
Analysis of Financial Condition and Results of Operations where such
policies affect the reported and expected financial results.  For a
detailed discussion on the application of these and other accounting
policies, refer to Note 1 in the Notes to the Consolidated Financial
Statements contained in this Annual Report on Form 10-K.  Note that
preparation of this Annual Report on Form 10-K requires the Company to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities and the
reported amounts of revenue and expenses during the reporting period.
Actual results may differ from those estimates.

Consolidation
The accompanying consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiaries.

The June 2, 2004 Acquisition, pursuant to generally accepted accounting
principles in the United States, was treated as a reverse acquisition.  In
a reverse acquisition, the "legally acquired" company (Epoch) becomes the
surviving reporting entity.  Epoch began conducting business operations in
April 2004.  Therefore, there are no preceding years to compare operating
results.

Revenue recognition
Investment advisory and management fees are generally recognized as
services are provided pursuant to specific terms contained in advisory or
subadvisory contracts between Epoch and its clients.  Such contracts
generally call for revenue to be determined as a percentage of AUM.
Generally, payments are received on a quarterly basis, in arrears.  Advance
payments, if received, are deferred and recognized during the periods for
which services are provided.

Stock-based compensation
Pursuant to the terms of the Acquisition, the Company issued 9,095,716
shares of its Common Stock to the former shareholders of Epoch.  A total of
5,531,352 of these shares were issued to shareholders who became employees
of the Company.  These shares have a three-year vesting period, subject to
those employees continuing employment with the Company.  Assuming the
employees remain with the Company, 790,190 shares, 1,580,381 shares and
3,160,761 shares will vest on June 2, 2005, 2006 and 2007, respectively.  A
total of 1,046,135 of the shares subject to vesting were attributable to
the Escrow Consideration as defined in the Merger Agreement.  These
shares were not deemed to be earned until June 18, 2004, the date on which
AUM surpassed the targets established in the Merger Agreement.  As a
result, the value of these shares is based on a share price of $2.03, the
closing price of J Net's Common Stock on June 18, 2004.  The other
4,485,217 shares were valued on June 2, 2004 at $1.50 per share, the
effective date of the Acquisition.  Total stock compensation expense in
2004, as it relates to the employees who were issued stock, was $.5
million.  Stock compensation expense for the next three years related to
the 5,531,352 shares scheduled to vest will total $9.2 million.

Discontinued Operations
Prior to the Acquisition, the Company conducted operations in the
electronic commerce software business.  Concurrent with the closing of the
Acquisition, the Company formalized its plan to divest this line of
business, which was conducted through IWH.  As a result, the IWH financial
information is being reported as a discontinued operations.  Management
completed the sale of the assets of IWH in September 2004.

Capital Resources and Liquidity

Liquidity
As of June 30, 2004, the Company had $15.8 million of cash and short-term
investments and no long-term debt.  The Company expects to experience
losses from operations in fiscal year 2005 as the Epoch line of business
ramps up its operations.  In addition, in July 2004, the Company paid $1.4
million to the Internal Revenue Service ("IRS") to settle certain income
tax matters related to previously received refunds.  While Management
believes this payment constitutes full settlement for all issues identified
by the IRS, the statue of limitations remains open for periods covered by
this assessment.  There can be no assurance that other issues will not
arise until such statutes expire.  Management continually seeks ways to
reduce overhead cost and enhance its operations to reduce the existing
funding requirements.  Existing sources of funds are generated from
investment advisory revenues, sales from the discontinued operations,
interest from cash deposits, and its limited partnership interest in
Mariner Partners, L.P. ("Mariner") earnings.  Despite the expected
operating losses anticipated in the near future,  Management believes the
existing cash and short-term investments are adequate to provide resources
for the Company to pursue its business opportunities.

Contractual Obligations
The Company has a noncancellable office lease in New York, New York which
expires on December 31, 2010.  In January 2002, this office lease was
subleased to a non-related third party.  The Company remains responsible
for obligations under the original lease.  Future minimum receipts from the
sublease, net of profit sharing with the landlord, are $3.6 million.
Future minimum payments under such lease total $3.0 million at June 30,
2004.

There is also a noncancellable office lease in Plano, Texas.  Future
minimum payments under such lease, which expires in February 2005 total $64
thousand as of June 30, 2004.  Future minimum payments under the
discontinued operations lease which expires on October 31, 2004, totals $40
thousand at June 30, 2004.  Epoch also has an office space lease in Sherman
Oaks, California.

The investment advisory line of business does not have a long-term lease
arrangement as of June 30, 2004.  Currently, business is conducted through
a space use agreement with a related party occupying approximately 6,500
square feet of office space located in New York, New York.  On September
15, 2004, Epoch entered into a long-term lease with an unrelated party and
expects to relocate business operations early in calendar 2005.  The lease
contains approximately 10,000 square feet of office space in New York, New
York.  Future minimum lease payments under the lease entered into on
September 15, 2004 total $6.9 million and are presented on the table which
follows (dollars in thousands). No cash payments are due on the lease until
October 2005.

                                     Fiscal Years Ended June 30,
                           ___________________________________________

                                   2006 -   2009 -  2011 and
                           2005    2008     2010    thereafter   Total
                           ____   ______   ______   __________   ______

Future minimum payments    $ -    $1,831   $1,332     $3,751     $6,914
                           ===    ======   ======     ======     ======

The following table outlines the consolidated lease obligations of the
Company, including Epoch's September 15, 2004 commitments (dollars in
thousands):

                                        Fiscal Years Ended June 30,
                              ___________________________________________

                                      2006 -   2009 -  2011 and
                              2005    2008     2010    thereafter  Total
                              ____    ______   ______  __________  ______

Lease Obligations
  Gross operating lease
    obligations              $ 577   $ 3,288  $ 2,293    $3,911    $10,069
  Sublease receipts           (538)   (1,704)  (1,163)     (193)    (3,598)
                             _____   _______  _______    ______    _______
    Net lease obligations    $  39   $ 1,584  $ 1,130    $3,718    $ 6,471
                             =====   =======  =======    ======    =======

Cash Flows
Net cash used in operating activities in 2004 was $.2 million which
reflects start-up costs for the investment advisory and management line of
business.

Results of Operations

General
Due to the reverse merger accounting for the Acquisition, the consolidated
results of operations are limited to the following items:

(i)    income and expenses of Epoch from April 14, 2004 through June 30,
       2004;

(ii)   the consolidated results of operations from June 2, 2004, the
       effective date of the Acquisition, through June 30, 2004, for J Net
       and its subsidiaries continuing operations; and

(iii)  the discontinued operations for the period of June 2, 2004 to June
       30, 2004.

Summarized results of operations for 2004 (dollars in thousands):

Revenues                                      $    70
General and administrative expenses              (371)
Stock compensation expenses                      (771)
                                              _______
Loss from continuing operations                (1,072)
Other income, net                                  59
                                              _______
Net loss from continuing operations            (1,013)
Income from discontinued operations                21
                                              _______
  Net loss                                    $  (992)
                                              =======

Revenues
Revenues from investment advisory and management services were $70 thousand
and represent only a partial month of June 2004.  Subadvisory fees from CI
for the period of June 21, 2004 through June 30, 2004 were $32 thousand,
almost one-half of the total revenues.  Between June 18, 2004 and June 30,
2004, forty-three additional accounts were transferred to Epoch and
accounted for the additional $38 thousand of revenue.

Operating expenses
The $371 thousand of expenses consist primarily of salaries and benefits
for employees, cost associated with specialized computer trading software,
communication related expenses, third party professional services for
compliance with the 1940 Act, general corporate legal services, and
independent accounting costs.  For the June 2004 period, rental expenses
were not significant due to Epoch not incurring rent until the beginning of
July 2004.  Net rental expenses from the J Net operations are not
significant due to subleasing arrangements which offset primary lease
costs.  When the Company obtains permanent office facilities for the Epoch
operations, rental expenses will become a significant component of
operating costs.

Stock compensation expense totaled $771 thousand.  Of this total, $300
thousand represented an award of 200,000 shares of the Company's Common
Stock to Allan R. Tessler for his role in identifying and closing the
business combination with Epoch.  Prior to the Acquisition, Mr. Tessler
served as Chairman of the Board and Chief Executive Officer.  On June 18,
2004, the Chief Executive Officer position was assumed by William W.
Priest, a co-founder of Epoch.

The remaining stock compensation expense of $471 thousand reflects the
portion of the Escrow consideration which was earned on June 18, 2004 when
AUM exceeded the target established in the Merger Agreement.  Upon
achievement of this target the Escrow consideration shares were released to
the Epoch stockholders.  The compensation expense reflects only the portion
of Escrow Consideration which became vested upon release.  Additional
vesting will occur over the next three years pursuant to the vesting terms
outlined in the Stockholders Agreement.

For the next three years, non-cash stock compensation expenses will be
significant as the shares issued to the former Epoch stockholders vest.
Excluding the issuance of any additional restricted stock to employees,
officers or directors, stock compensation costs associated with the vesting
of the Initial Shares and Escrow Consideration will be $1.3 million in
fiscal 2005 and $2.6 million and $5.2 million for fiscal years 2006 and
2007, respectively.

Loss from continuing operations
The 2004 loss of $1.0 million reflects $70 thousand of revenues earned from
the initial transfers of contracts which began in late June 2004, less the
cash-based start-up costs and noncash stock compensation expenses.

Discontinued operations
The following table summarizes the results from discontinued operations of
IWH, an electronic commerce software and services provider, for the period
from June 2, 2004 to June 30, 2004.  These operations were sold in
September 2004 (dollars in thousands).

Revenues                           $ 198
Operating expenses                  (177)
                                   _____
Income from operations             $  21
                                   =====

Revenues from discontinued operations
Revenues consist primarily of software support maintenance fees and
professional consulting services.  Maintenance revenue was $131 thousand
and represents the most significant component of revenue.  Payments for
maintenance are billed and received in advance of services being provided.
Revenue is recognized only after receipt of cash and amortized over the
periods in which services were provided.  There were 15 customers receiving
maintenance support as of June 30, 2004.

Professional service revenues were $65 thousand.  Revenues are recognized
pursuant to service contracts with specific terms and deliverables.
Revenue from contracts which require services over a number of periods are
generally recognized using a percentage of completion method.

Operating expenses of discontinued operations
The predominant operating costs are personnel-related, which represent
approximately 55% of total operations.  A portion of software development
is provided by third party contractors.  Costs for those contractors
represent approximately 25% of monthly operating costs.  The balance of
expenses are related to office rentals and related services and supplies.

Income from discontinued operations
The IWH operation was slightly profitable.  However, the sustainability of
such profits is largely dependent on its ability to obtain new clients.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
          _________________________________________________________

The Company invests its free cash in various financial instruments, money
markets, and short-term investments in Mariner, which entail certain risks.
Presently, the Company does not participate in hedging activities nor does
it have any derivative financial instruments. In July 2004, the Company
began liquidating its short-term investments in Mariner.

Cash and cash equivalents, including earning instruments which earn
interest over short periods of time (7 - 35 days), are exposed to market
risk due to changes in interest rates, which impacts interest  income.
Cash balances also exceed amounts which are guaranteed by the Federal
Deposit Insurance Corporation.  The Company maintains its cash in
institutions which have superior credit ratings and consistently monitor
the quality of the institution where its cash is deposited.

The value of AUM can be affected by changes in interest rates and
fluctuations in financial markets.  The Company's revenue is derived from
the value of AUM.  Therefore, revenues and results of operations can be
negatively affected by adverse changes in the prices of securities or
interest rates.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         ___________________________________________

The Financial Statements and Supplementary Data required by this Item 8 are
set forth as indicated in Item 15(a)(1)(2).

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         _______________________________________________________________
         FINANCIAL DISCLOSURE
         ____________________

On January 16, 2004, J Net terminated the engagement of Ernst & Young LLP
("E&Y") as the Company's independent auditors for the fiscal year ending
June 30, 2004.  The decision to terminate E&Y was approved by the Company's
Audit Committee with the concurrence of Management.

During the fiscal years ended June 30, 2003 and 2002 and through January
16, 2004, there were no disagreements with E&Y on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedure, which, if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the matter of the
disagreement(s) in connection with their report.

The Company selected CF & Co., L.L.P. ("CF & Co.") as its new independent
auditors as of January 16, 2004.

ITEM 9A.  CONTROLS AND PROCEDURES
          _______________________

Within the 90-day period prior to the filing of this Annual Report on
Form 10-K, an evaluation was carried out under the supervision and with the
participation of the Company's management, including the Chief Executive
Officer (the "CEO"), the Chief Operating Officer ("COO") and the Chief
Financial Officer ("CFO"), of the effectiveness and design  of disclosure
controls and procedures, pursuant to Securities and Exchange Act Rule 13a-
15(b), used to prepare consolidated financial statements. Based on that
evaluation, the CEO, COO and CFO have concluded the disclosure controls and
procedures designed to ensure that information required to be disclosed by
the Company in reports filed or to be filed with the SEC are adequate and
are operating in an effective manner.

There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the
date of the most recent evaluation.

                                 PART III

Item 10.  Directors and Officers of the Registrant
          ________________________________________

Item 11.  Executive Compensation
          ______________________

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          ______________________________________________________________

Item 13.  Certain Relationships and Related Transactions
          ______________________________________________

Item 14.  Principal Accounting Fees and Services
          ______________________________________________

The information required by items 10, 11, 12, 13 and 14 are incorporated by
reference from the 2004 Proxy Statement to be filed with the Securities and
Exchange Commission within 120 days of the end of the fiscal year covered
by this report.

                                  PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
          _______________________________________________________________

(a) (1) and (2)  Consolidated Financial Statements and Schedules

         For a list of the consolidated financial statements and
         consolidated financial statement schedules filed as a part
         of this Annual Report on Form 10-K, see "Index to Financial
         Statements, Supplementary Data and Financial Statement Schedules"
         on page F-1.

(a) (3)  The exhibits filed and incorporated by reference are listed in the
         index of Exhibits required by Item 601 of Regulation S-K at Item
         (c) below.

(b)  Reports on Form 8-K

Date of Report              Item(s)        Description
______________              _______        ___________

May 27, 2004                   5           Disclosure of voluntary petition
                                           of Bankruptcy of InterWorld
                                           Corporation.

June 3, 2004              1, 2, 7 and 9    Acquisition of Epoch.

August 17, 2004
on Form 8-K/A               2 and 7        Amendment to June 3, 2004 Form
                                           8-K to include required Pro
                                           Forma Financial Information.

September 14, 2004        2.01 and 9.01    Sale of assets of IW Holdings,
                                           Inc.

(c)  Exhibits

     2.1   Agreement of Merger and Plan of Reorganization dated as of June
           2, 2004 (F)
     3.1   Articles of Incorporation of the Registrant, as amended (E)
     3.2   By-laws of the Registrant, as amended (A)
     4.1   Stockholder Rights Agreement dated as of July 11, 1994 between
           the Registrant and Continental Stock Transfer & Trust Company,
           as Rights Agent (D)
    10.1   Indemnification Agreement (Sample) (B)
    10.2   1992 Incentive and Non-qualified Stock Option Plan (C)(G)
    10.40  Stockholders Agreement dated as of June 2, 2004 among J Net
           Enterprises, Inc. and certain of its stockholders (F)
    10.41  Registration Rights Agreement dated as of June 2, 2004 among J
           Net Enterprises, Inc. and certain of its stockholders (F)
    10.42  Audited Financial Statements of J Net as of June 1, 2004 (I)
    10.43  Asset Purchase Agreement by and between InterWorld Holdings, LLC
           as buyer and IW Holdings, Inc. as seller dated September 9, 2004
           (H)
    21.1   List of Registrant's subsidiaries (I)
    31.1   Principal Executive Officer Certification (I)
    31.2   Principal Financial Officer Certification (I)
    32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C.
           Section 1350, as adopted pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002 (I)
    32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C.
           Section 1350, as adopted pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002 (I)

           (A)  Incorporated by reference to Registrant's Annual Report on
                Form 10-K for the year ended June 30, 1989.
           (B)  Incorporated by reference to Registrant's Annual Report on
                Form 10-K for the year ended June 30, 1991.
           (C)  Incorporated by reference to Registrant's 1992 Proxy
                Statement.
           (D)  Incorporated by reference to Registrant's Form 8-A dated
                July 12, 1994.
           (E)  Incorporated by reference to Registrant's Annual Report on
                Form 10-K for the year ended June 30, 2000.
           (F)  Incorporated by reference to Registrant's Form 8-K dated
                June 3, 2004.
           (G)  Management contract or compensatory arrangement which is
                separately identified in accordance with Item 15(a)(3) of
                Form 10-K.
           (H)  Incorporated by reference to Registrant's Form 8-K dated
                September 14, 2004.
           (I)  Included herein.

(d)  Schedules

For a list of the financial statement schedules filed as a part of this
annual report on Form 10-K, see "Index to Financial Statements,
Supplementary Data and Financial Statement Schedules" on page F-1.

                                        SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  September 28, 2004              J NET ENTERPRISES, INC.
                                              (Registrant)

                                        By:  /s/ William W. Priest
                                             _____________________
                                             William W. Priest
                                             Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

      Signature                 Title                     Date
      _________                 _____                     ____

/s/ Allan R. Tessler      Chairman of the Board         September 28, 2004
____________________
Allan R. Tessler

/s/ William W. Priest     Chief Executive Officer       September 28, 2004
_____________________
William W. Priest

/s/ Mark E. Wilson        Chief Financial Officer       September 28, 2004
__________________
Mark E. Wilson            (Principal Financial Officer)

/s/ Jeffrey L. Berenson   Director                      September 28, 2004
_______________________
Jeffrey L. Berenson

/s/  Peter A. Flaherty    Director                      September 28, 2004
______________________
Peter A. Flaherty

/s/ Eugene M. Freedman    Director                      September 28, 2004
______________________
Eugene M. Freedman

/s/ David R. Markin       Director                      September 28, 2004
___________________
David R. Markin

                  J NET ENTERPRISES, INC. AND SUBSIDIARIES
               INDEX TO FINANCIAL STATEMENTS, SUPPLEMENTARY DATA
                    AND FINANCIAL STATEMENT SCHEDULES
                           [ITEMS 8 AND 15(a)]

(1)  FINANCIAL STATEMENTS:

     Report of Independent Auditors

     Consolidated Balance Sheet
     June 30, 2004

     Consolidated Statement of Operations
     For the period from April 14, 2004 (date of inception) to June 30,
     2004

     Consolidated Statement of Stockholders' Equity
     For the period from April 14, 2004 (date of inception) to June 30,
     2004

     Consolidated Statement of Cash Flows
     For the period from April 14, 2004 (date of inception) to June 30,
     2004

     Notes to Consolidated Financial Statements

(2)  SUPPLEMENTARY DATA:

     Quarterly Financial Information (Unaudited)
     Fourth Quarter Ended June 30, 2004

Certain financial statement schedules are omitted because the required
information is provided in the Consolidated Financial Statements or the
notes thereto.

All other schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore
have been omitted.


           Report of Independent Registered Public Accounting Firm
           _______________________________________________________

We have audited the accompanying consolidated balance sheet of J Net
Enterprises, Inc. and Subsidiaries as of June 30, 2004, and the related
consolidated statements of operations, stockholders' equity, and cash flows
for the period from April 14, 2004 (date of inception) to June 30, 2004.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of J Net
Enterprises, Inc. and Subsidiaries as of June 30, 2004, and the
consolidated results of their operations and their cash flows for the
period from April 14, 2004 (date of inception) to June 30, 2004, in
conformity with U.S. generally accepted accounting principles.

                                        CF & Co., L.L.P.

Dallas, Texas
September 24, 2004


                   J NET ENTERPRISES, INC. AND SUBSIDIARIES
                  CONSOLIDATED BALANCE SHEET - JUNE 30, 2004
                            (Dollars in thousands)

ASSETS
______

Current assets:
  Cash and cash equivalents                            $ 10,801
  Short-term investments                                  4,967
  Accounts receivable, net                                   70
  Prepaid expenses                                           76
  Current assets of discontinued operations                 266
                                                       ________
      Total current assets                               16,180
                                                       ________

Investments in technology-related businesses                157

Property and equipment, net of accumulated
  depreciation                                              329

Other non-current assets                                    449
Non-current assets of discontinued operations                37
                                                       ________
      Total assets                                     $ 17,152
                                                       ========

LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________

Current liabilities:
  Accounts payable and accrued expenses                $  1,941
  Federal income taxes payable                            1,373
  Accrued interest payable                                  110
  Liabilities of discontinued operations                    657
                                                       ________
      Total current liabilities                           4,081
                                                       ________

Deferred rent                                               172
Other non-current liabilities                               212

Commitments and contingencies (Note 9)

Stockholders' equity:
  Preferred stock - authorized 1,000,000
    shares of $1 par value; none issued                       -
  Common stock - authorized 60,000,000
    shares of $.01 par value; 19,529,186
    shares issued                                           195
  Additional paid-in capital                             38,696
  Retained earnings (deficit)                              (992)
  Unearned compensation                                  (9,157)
  Less 1,694,449 shares of common stock
    in treasury, at cost                                (16,055)
                                                       ________
      Total stockholders' equity                         12,687
                                                       ________
      Total liabilities and stockholders' equity       $ 17,152
                                                       ========

See Notes to Consolidated Financial Statements.

                   J NET ENTERPRISES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF OPERATIONS
   FOR THE PERIOD FROM APRIL 14, 2004 (DATE OF INCEPTION) TO JUNE 30, 2004
                 (Dollars in thousands, except per share data)


Revenues, net:
  Investment advisory and management fees                $    70
                                                         _______

Operating expenses:
  Employee related costs                                     135
  Professional fees and services                              85
  General and administrative                                 151
  Stock-based compensation                                   771
                                                         _______
    Total operating expenses                               1,142
                                                         _______

Operating loss from continuing operations                 (1,072)
                                                         _______

Other income (expense):
  Interest and other income                                   69
  Interest expense                                           (10)
                                                         _______
    Total other income                                        59
                                                         _______

Loss from continuing operations before
  income tax                                              (1,013)
                                                         _______

Provision (benefit) for income taxes                           -
                                                         _______

Loss from continuing operations, net of tax               (1,013)
                                                         _______

Income from discontinued operations, net
  of $0 taxes                                                 21
                                                         _______

    Net loss                                             $  (992)
                                                         =======

Basic and diluted loss per share
  Loss from continuing operations                        $  (.15)
  Income from discontinued operations                          -
                                                         _______
Basic and diluted loss per share                         $  (.15)
                                                         =======

See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>

                              J NET ENTERPRISES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
             FOR THE PERIOD FROM APRIL 14, 2004 (DATE OF INCEPTION) TO JUNE 30, 2004
                                   (Dollars and shares in thousands)


                        Common Stock   Additional  Unearned     Retained  Treasury Stock
                        ____________    Paid-In     Stock       Earnings  _______________
                        Shares Amount   Capital   Compensation  (Deficit) Shares  Amount     Total
                        ______ ______  __________ ____________  _________ ______  _______   _______
<S>                     <C>    <C>     <C>        <C>           <C>       <C>      <C>      <C>
Issuance of common
  shares at formation
  of Epoch on
  April 14, 2004             1 $  -    $  100       $     -     $     -        -  $      -  $   100
Exchange of
  outstanding
  Epoch common shares
  for 9,096 common
  shares of J Net        9,095   91       (91)                                                   -
Recapitalization to
  to reflect reverse
  merger                10,233  102    28,761                             (1,694)  (16,055)  12,808
Stock-based
  compensation                          9,628        (9,628)                                      -
Issuance of restricted
  common stock             200    2       298                                                   300
Amortization of
  stock-based
  compensation                                          471                                     471
Net loss from
  continuing
  operations                                                     (1,013)                     (1,013)
Income from
  discontinued
  operations                                                         21                          21
                        ______ ____   _______       _______     _______   ______  ________  _______
Balance June 30,
  2004                  19,529 $195   $38,696       $(9,157)    $  (992)  (1,694) $(16,055) $12,687
                        ====== ====   =======       =======     =======   ======  ========  =======

See Notes to Consolidated Financial Statements.

</TABLE>




<PAGE>
                   J NET ENTERPRISES, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF CASH FLOWS
   FOR THE PERIOD FROM APRIL 14, 2004 (DATE OF INCEPTION) TO JUNE 30, 2004
                              (Dollars in thousands)


Operating activities:
  Net loss                                                   $   (992)
  Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Stock-based compensation                                    771
      Income from discontinued operations                         (21)
      Depreciation                                                  9

  Changes in assets and liabilities:
    Accounts receivable                                           (70)
    Short-term investments                                        (13)
    Prepaid expenses and other current assets                     (74)
    Other non-current assets                                       (5)
    Accounts payable and other current liabilities                163
    Deferred rent                                                  (2)
                                                             ________
      Net cash used in continuing operations                     (234)
      Net cash used in discontinued operations                    (13)
                                                             ________
        Net cash used in operating activities                    (247)
                                                             ________

Investing activities:
  Acquisition of J Net                                         11,291
  Purchase of property and equipment                             (338)
                                                             ________
      Net cash provided by investing activities -
        continuing operations                                  10,953
      Net cash used in discontinued operations                     (5)
                                                             ________
        Net cash provided by investing activities              10,948
                                                             ________

Financing activities:
  Issuance of common stock                                        100
  Proceeds from promissory note from related party                100
  Repayment of note to related party                             (100)
                                                             ________
      Net cash provided by financing activities                   100
                                                             ________

Net decrease in cash and cash equivalents                      10,801
Cash and cash equivalents at beginning of period                    -
                                                             ________
Cash and cash equivalents at end of period                   $ 10,801
                                                             ========

Supplemental disclosures of cash flow data:
  None

Non-cash investing and financing activities:
  Issuance of Common Stock to Epoch Stockholders
    for non-cash assets                                      $  1,517
  Accrued acquisition, formation and disposition             $    539

See Notes to Consolidated Financial Statements.

                  J NET ENTERPRISES, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Significant Accounting Policies And Business
Business:
On June 2, 2004, J Net Enterprises, Inc. ("J Net") completed a reverse
acquisition transaction with Epoch Investment Partners, Inc. ("Epoch"), an
investment advisory and investment management service provider.  The terms
of this transaction are more fully described in Note 2 - Business
Combination.  In a reverse acquisition, the company that was legally
acquired, Epoch in this case, is treated as if it had acquired the legal
acquiror (J Net).  The accounting for a reverse acquisition, pursuant to
generally accepted accounting principles in the United States, dictates
that the legally acquired company becomes the surviving reporting entity.
Therefore, Epoch has become the Registrant as defined by the Securities and
Exchange Commission (the "SEC").  References to the "Company" or "Epoch"
are intended to refer to Epoch's business from its inception on April 14,
2004 and the consolidated results of J Net and its subsidiaries from June
2, 2004, the effective date of the business combination through June 30,
2004.  Epoch does not have a predecessor business.  The J Net name is still
being utilized.  However, Management intends to change the name to Epoch
Holdings Corporation at the next annual meeting of stockholders.  When the
name is changed, the CUSIP and stock trading symbol will also be changed.

The Company, a registered investment advisor under the Investment Advisers
Act of 1940 (the "1940 Act") manages investment assets and provides
services to mutual fund clients, endowments, foundations and high net-worth
individuals.  Epoch expects to increase its customer base to include
corporate pension funds, public retirement plans, and expand on its
existing client portfolio.  Revenues are generally derived from a
percentage of assets under management ("AUM").  As a result, fluctuations
in financial markets combined with changes in the composition of AUM can
significantly impact revenue and results of operations.

Concurrent with the closing of the transaction described above, Management
committed to a plan of seeking qualified buyers for its e-commerce software
operations, which are conducted through its wholly-owned subsidiary, IW
Holdings, Inc. ("IWH").  Prior to the Epoch transaction, Management had
already evaluated a number of strategic alternatives and retained third
parties to assist with the assessment of the fair value of IWH.  In
September 2004, a sale of IWH was completed to the former management of
IWH.  Due to the activities which were specifically directed at disposal of
IWH, the operations have been reflected as discontinued operations.

Business segments:
The Company's sole line of business is the investment advisory and
investment management business.

Principles of consolidation and basis of presentation:
The accompanying consolidated financial statements include the accounts of
the Company and its subsidiaries.  All material intercompany accounts and
transactions are eliminated.  The Company's fiscal year ends on June 30.
Unless specifically stated otherwise, references to 2004 refer to the
consolidated operations from April 14, 2004 (the inception of operations)
through June 30, 2004 for Epoch plus the consolidated results for J Net and
its subsidiaries from June 2, 2004 through June 30, 2004.

Use of estimates:
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires Management to
make estimates and assumptions that affect the amounts reported in the
accompanying consolidated financial statements and notes.  Actual results
could differ from those estimates.

Cash equivalents:
Cash equivalents are liquid investments comprised primarily of debt
instruments and money market accounts with maturities of three months or
less when acquired.  Cash equivalents are stated at cost which approximates
fair value due to their short maturity.

Short-term investments:
The Company owns short-term investments in Mariner Partners, L.P.
("Mariner"), a private investment fund.  The Company can withdraw all or a
portion of its investment upon 45 days prior written notice.  The Company
classifies those securities as short-term investments and records changes
in the value of the accounts in the item captioned interest and other
income in the accompanying Consolidated Statement of Operations.  In July
2004, the Company began liquidating its short-term investments in Mariner.

Fair value of financial instruments:
The carrying value of certain of the Company's financial instruments,
including accounts receivable, accounts payable and accrued expenses,
approximates fair value due to their short maturities.

Financial instruments with concentration of credit risk:
The financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash and cash
equivalents.  Epoch invests its cash and cash equivalents with financial
institutions in amounts which, at times, may be in excess of the FDIC
insurance limits.  Cash is also invested in several high-grade securities
which limits exposure to concentrations of credit risk.

The Company owns short-term investments which are managed by Mariner.

Revenue recognition:
Investment advisory and management fees are recognized as services are
provided.  Fees are determined pursuant to contracts with each client and
are generally based on a percentage of AUM.  The fees are billed quarterly,
in arrears.

Investments in Technology-Related Businesses:
The Company holds minority investments in privately held, nonpublic
technology-related companies. Ownership in these companies ranges from less
than 1% to 14%.  The Company uses the cost method to account for these
investments.  There are no plans to make additional investments.

It is the policy of the Company to evaluate its investments in Technology-
Related Businesses for possible impairment on a quarterly basis.
Management uses a number of different criteria when evaluating an asset for
possible impairment.  Indicators such as significant decreases in market
value of an investment, discounted cash flow analyses, adverse changes in
the business climate or legal matters, losses of significant customers or
new technologies which could accelerate obsolescence of business products
and sustained operating losses and cash flows which cannot be resolved or
improved within a reasonable amount of time to justify continued business
operations are used by Management when making its evaluations.  Due to the
application of reverse merger accounting for the business combination, the
assets and liabilities of J Net had to be adjusted to their fair market
value.  As discussed below in Note 2 - Business Combination, the Company's
investment in Tellme Networks, Inc. ("Tellme") was decreased from $2
million to $157 thousand.  This reduction was not the result of impairment.
It was due solely to the purchase accounting which required a write down of
non-current assets due to negative goodwill created by the acquisition.
Tellme's financial condition remains strong and their operations continue
to improve.

Stock-based compensation:
The Company applies Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees" ("APB 25") and the pro forma disclosures
required in accordance with Statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" ("SFAS 123") to account for
employee stock-based compensation using the fair market value method.  The
Company also follows the provisions contained within the Financial
Accounting Standards Board of the American Institute of Certified Public
Accountants ("AICPA") Interpretation 44 ("FIN 44"), which provides
clarification on the application of APB 25.

When the Company issues stock-based compensation awards to non-employees or
Directors, the grants are accounted for in accordance with the Emerging
Issues Task Force Issue 96-18, "Accounting for Equity Instruments that are
Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services" ("EITF 96-18").

The Company measures the fair value of equity instruments for employee and
non-employee grants using the Black-Scholes option pricing model.

In the business combination with Epoch, shares issued to the former Epoch
stockholders were restricted and subject to a three-year vesting period.
The compensation costs for restricted shares are charged against income
when the shares vest according to their terms.

In 2002, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure" ("SFAS 148").  This statement
amended certain disclosure provisions in SFAS 123 and Accounting Principles
Board Opinion No. 28, "Interim Financial Reporting".  The Company adopted
the provisions of SFAS 148 beginning March 31, 2003.

There were no stock options issued in 2004.  All stock options previously
granted were fully vested before 2004.  Therefore, there is no difference
between the reported net loss for 2004 and any stock-based compensation
using APB 25.  Compensation expense from restricted stock awards totals
$771 thousand in 2004.

Property and equipment:
Leasehold improvements and other property and equipment are recorded at
cost and are depreciated on a straight-line basis over the shorter of
estimated useful life of the asset or lease terms, as applicable.
Generally, the useful lives are 2 to 7 years for equipment and 3 to 10
years for leasehold improvements.  Property sold or retired is eliminated
from the accounts in the period of disposition.  Software used to conduct
Epoch's investment advisory and investment management services is amortized
using a three-year estimated useful life.  The Company entered into a ten
year office space lease on September 15, 2004 and expects to relocate its
operation to that location early in 2005.  Leasehold improvements at that
location will be amortized over the ten year life of the lease.  There are
no lease improvements being amortized as of June 30, 2004.

As of June 30, 2004, property and equipment consisted of the following
elements (dollars in thousands):

                                         Accumulated     Net Book
                              Cost       Depreciation      Value
                              ____       ____________    ________

Trading software              $246          $(7)           $239
Other software                  12            -              12
Equipment                       80           (2)             78
                              ____          ___            ____
  Total                       $338          $(9)           $329
                              ====          ===            ====

Income taxes:
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standard No. 109, "Accounting for Income Taxes" ("SFAS
109").  SFAS 109 requires that deferred tax assets and liabilities arising
from temporary differences between book and tax basis will be recognized
using enacted rates at the time such temporary differences reverse.  In the
case of deferred tax assets, SFAS 109 requires a reduction in deferred tax
assets if it is more likely than not that some portion or all of the
deferred tax will not be realized.  There are accumulated deferred tax
assets of $20.2 million, which are offset by a valuation allowance pursuant
to SFAS 109.  Such losses are limited by certain Internal Revenue Service
regulations.

Recently issued accounting standards:
There have been no new accounting standards which have not been previously
disclosed by the Company.

Note 2 - Business Combination
On June 2, 2004, pursuant to an Agreement and Plan of Merger (the "Merger
Agreement"), J Net issued 9,095,716 shares of its common stock to acquire
Epoch.  After issuance of the shares, the former Epoch stockholders owned
51% of the issued and outstanding stock of the Company.  The common shares
issued consisted of 6,426,153 shares of initial stock consideration (the
"Initial Shares") and 2,669,563 shares of escrow stock consideration (the
"Escrow Consideration").  The Initial Shares were issued to reflect value
to a subadvisory contract assigned to Epoch with AUM of $647 million on the
date of the business combination.  The Escrow Consideration was contingent
on Epoch increasing the AUM from $647 million to $779 million within 120
days from the date of the Merger Agreement.  On June 18, 2004, AUM
surpassed this threshold and the Escrow Consideration was deemed to have
been earned.  Additional shares may also be issued to the former Epoch
stockholders in the future (the "Contingent Shares") if J Net incurs
obligations in excess of $2 million relating to taxes prior to the Merger
Agreement.  Issuance of the contingent shares could further dilute the
holders of J Net stock prior to the merger.


The Company, Epoch shareholders and certain trusts formed by them ("Family
Affiliates"), David R. Markin, an independent director and Allan R.
Tessler, the Chairman of the Board of Directors and former Chief Executive
Officer of the Company, entered into a Stockholders Agreement (the
"Stockholders Agreement").  The Stockholders Agreement governs vesting,
transfers and voting of the shares of J Net common stock received by the
Epoch stockholders and Family Affiliates.  Complete details of the Merger
Agreement and other documents are incorporated by reference to the June 3,
2004 Current Report on Form 8-K filed by the Company, as amended.

Vesting terms contained with the Stockholders Agreement apply to Epoch
stockholders who became  employees ("Employee Owners").  Employee Owners
were 12.5% immediately vested at the time the shares were issued.  A total
of 25% of the shares will be vested on the first anniversary, 50% vested on
the second anniversary, and 100% vested on the third anniversary.  If an
Employee Owner is terminated within this three-year period, the unvested
shares are subject to purchase by the Company at a price of $.01 per share.

In accordance with APB 25, the issuance of the restricted shares to the
Employee Owners created non-cash compensation for a portion of the Initial
Shares and all of the Escrow Consideration issued.  The charge for the June
30, 2004 quarter was $771 thousand.  Of this total, $300 thousand
represented the stock award to the CEO related to identification and
closing of the transaction with Epoch.  The remaining $471 thousand was
attributable to the 12.5% vested portion of the 1.9 million shares of
Employee Owners Escrow Consideration.  Pursuant to the merger agreement,
the Escrow Consideration shares were not considered earned until the target
of assets under management of $779 million was achieved.  For accounting
purposes, the Company deemed the target to be achieved on June 18, 2004.
The price of common stock on June 18, 2004 was $2.03 per share.  Over the
next three years, the remaining 87.5% of the Escrow Consideration issued to
Employee Owners will vest.

The Initial Shares of 3.9 million issued to Employee Owners have been
priced at $1.50 per share.  There will be no compensation charge for those
shares until June 2, 2005, the first vesting date.

Stock compensation expense for the next three years for Employee Owners
related to the Initial Shares and Escrow Consideration will be $1.3 million
in 2005, $2.6 million in 2006 and $5.2 million in 2007.

The voting provisions contained within the Stockholders Agreement call for:

     (1)  The Board of Directors to have seven members.

     (2)  Four of the directors to be designated by William W. Priest, a
          co-founder of Epoch and the newly appointed Chief Executive
          Officer of the Company.

     (3)  Three directors of the prior J Net Board to continue their
          services as members of the Board.

     (4)  Amendment to the By-Laws of J Net to provide that decisions of
          the Board of Directors must be made by a two-third majority for
          (i) compensation of Mr. Priest, (ii) issuance of additional
          shares to Employee Owners, and (iii) any amendments to the
          Stockholders Agreement.

Due to the majority ownership of the issued and outstanding common stock
and the majority board representation, the transaction for the J Net and
Epoch business combination is accounted for as a reverse merger.
Therefore, Epoch is treated as the acquiring company for financial
reporting purposes.  Because J Net was treated as the company being
acquired, adjustments to the fair value of J Net's assets and liabilities
were required.  A condensed balance sheet of J Net as of June 1, 2004,
immediately prior to the Acquisition follows (dollars and shares in
thousands):

Assets
______

Cash and short-term investments                             $16,518
Other current assets                                            454
                                                            _______
    Total current assets                                     16,972

Investments in technology-related businesses                  2,000
Property, equipment and other non-current assets                745
                                                            _______
    Total assets                                            $19,717
                                                            =======

Liabilities and stockholders' equity
____________________________________

Current liabilities                                         $ 5,217
Non-current liabilities                                         386
                                                            _______
    Total liabilities                                         5,603
Stockholders' equity                                         14,114
                                                            _______
    Total liabilities and stockholders' equity              $19,717
                                                            =======

A schedule of the purchase costs and fair value adjustments to the June 1,
2004 balance sheet of J Net were as follows:

Fair market value of J Net on June 2, 2004
(8,539 shares at $1.50 per share)                          $ 12,808
Cost of acquisition                                             917
                                                           ________
    Total purchase cost                                      13,725
Net tangible assets as of June 1, 2004                      (14,114)
                                                           ________
     Negative goodwill                                         (389)

Fair value adjustments:
  Liabilities of InterWorld Corporation
    net of estimated disposal costs of
    discontinued operations                                  (1,724) (a)
  Negative goodwill to be pushed down to
    non-current assets                                     $ (2,113)
                                                           ========

Non-current assets written down:
  Furniture, fixtures, and equipment                       $     61
  Deferred non-current assets                                   209
  Cost method investments in
    Technology-Related Businesses                             1,843
                                                           ________
                                                           $  2,113
                                                           ========

(a)  InterWorld Corporation, a 95% owned, inactive subsidiary of J Net,
filed for Chapter 7 Bankruptcy in May 2004.  On September 10, 2004, the
Company received notice that the trustee of the InterWorld bankruptcy would
file a no asset report for InterWorld.  As a result, Management expects the
liabilities to be discharged.

Pro forma information (unaudited)
Set forth in the following table is certain unaudited pro forma financial
information for the twelve months ended June 30, 2004.  This information
has been prepared assuming that J Net's reverse acquisition with Epoch
occurred on July 1, 2003.  Due to Epoch's limited operating history, the
twelve-month statements of operations for June 2004 includes the separate
historical statements of operations of J Net for the twelve months ended
June 30, 2004 and the April 14, 2004 through June 30, 2004 operations of
Epoch.  Basic and diluted earnings per share calculations are based on
issued and outstanding shares of 17,834,737 shares.  The calculation of
diluted earnings per share excluded 1,405,000 issued and outstanding
options as their effect was antidilutive.  There were no dilutive options.

                               Twelve months ended June 30, 2004
                               _________________________________
                                      (dollars in thousands)

Revenues, net                               $    70
Operating expenses                           (2,115)
Impairment of assets                              -
Stock compensation                             (771)
                                            _______
  Loss from operations                       (2,816)
Other income                                  1,135
                                            _______
  Loss from operations before
    income taxes                             (1,681)
Income tax benefit                            5,537
                                            _______
  Net income                                $ 3,856
                                            =======

Basic and diluted earnings per share        $   .22
                                            =======

Note 3 - Accounts receivable
The Company's trade accounts receivable balances do not include an
allowance for doubtful accounts and there have been no bad debt expenses
recognized for the fiscal year ended June 30, 2004.  These receivables are
advisory and subadvisory service fees, and Management believes they are
fully collectible.

Note 4 - Accounts payable and accrued expenses
Accounts payable and accrued expenses consist of the following at June 30,
2004 (dollars in thousands):

Trade accounts payable                  $1,094
Accrued professional fees                  215
Accrued employee benefits                   93
Accrued formation costs                    519
Other                                       20
                                        ______
  Total                                 $1,941
                                        ======

Accrued formation costs include legal fees associated with the Merger
Agreement and other contracts and other professional fees, including
fairness opinions and accounting fees.

Note 5 - Earnings (loss) Per Share
Basic earnings (loss) per share is computed by dividing net earnings (loss)
by the weighted average number of shares outstanding during each period.
Diluted earnings (loss) per share is computed by dividing net earnings
(loss) by the weighted average number of common and common equivalent
shares outstanding during the period.  The calculation of earnings
(loss)per share at June 30, 2004 excluded 1,405,000 issued and outstanding
stock options as their effect was antidilutive.  There were no dilutive
stock options.

The following is the amount of loss and number of shares used in the basic
and diluted earnings (loss) per share computations at June 30, 2004
(dollars and shares in thousands, except per share data):

Loss from continuing operations                          $(1,013)
                                                         =======
Income from discontinued operations                      $    21
                                                         =======

Shares:
  Weighted average number of common shares
    outstanding (a)                                        6,718
                                                         =======

Basic and diluted loss per share from
  continuing operations                                  $  (.15)
                                                         =======
Basic and diluted earnings per share
  from discontinued operations                           $     -
                                                         =======

(a)  Weighted average shares outstanding are based on 1,000 shares from
April 14, 2004 through June 1, 2003, representing issued and outstanding
shares of Epoch up to the date of the merger.  Beginning June 2, 2004,
issued and outstanding shares were 17,834,737.

Note 6 - Stockholders' Equity, Stock Options and Defined Contribution Plan
Rights plan:
In June 1994, the Board approved a Stockholder Rights Plan.  On July 11,
1994, J Net declared a dividend distribution of one Preferred Stock
purchase right (the "Rights") payable on each outstanding share of the
Company's Common Stock, as of July 15, 1994.  The Rights became exercisable
only in the event, with certain exceptions, an acquiring party accumulated
15% or more of J Net's voting stock, or if a party announced an offer to
acquire 30% or more of J Net's voting stock.  Each Right entitled the
holder to purchase one-hundredth of a share of a Series A Junior Preferred
Stock at a price of $30.  In addition, upon the occurrence of certain
events, holders of the Rights were entitled to purchase either J Net's
Preferred Stock or shares in an "acquiring entity" at half of market value.
The June 2, 2004 business combination with Epoch did not create an event
contemplated by the Rights Plan.  The Rights expired, according to their
terms, on July 15, 2004.

Stock option plans:
On January 12, 1993, J Net's stockholders approved the 1992 Incentive and
Non-qualified Stock Option Plan (the "1992 Plan").  On August 17, 1994, the
Board adopted certain amendments (the "Amendments") to the 1992 Plan which
were approved by J Net's stockholders on January 10, 1995.  The Amendments
increased the number of shares of J Net's Common Stock authorized for
issuance pursuant to the 1992 Plan from 1,045,000 to 2,545,000.  The 1992
Plan terminated in accordance with its terms on September 30, 2002.
Options outstanding at the termination date totaled 877,500 and will remain
outstanding until they are exercised or expired.  As of June 30, 2004,
options outstanding under the 1992 Plan were 795,000.  The Company expects
to submit a new stock option and stock award plan to its stockholders for
approval at its next annual stockholders meeting.

Upon consummation of the business combination with Epoch, two of J Net's
directors resigned from the Board.  Options accumulated to those Board
members totaled 165,000.  The expiration dates of those options range from
June 30, 2004 through June 30, 2006.

Epoch assumed the existing option plan of J Net, even though it has
expired.  Options outstanding under the 1992 stock option plan at June 30,
2004 are summarized below (shares in thousands):

                                                      Weighted
                                                      Average
                                                      Exercise
                                             Shares    Price
                                             ______   ________

Fixed options:
  Outstanding at beginning of period           878     $9.02
  Granted                                        -         -
  Exercised                                      -         -
  Cancelled                                    (83)     8.75
                                               ___     _____
  Outstanding at end of year                   795     $9.05
                                               ===     =====

Options exercisable at end of year             795     $9.05
                                               ===     =====

The following table summarizes information about the 1992 Plan stock
options outstanding at June 30, 2004:

                Options Outstanding              Options Exercisable
_________________________________________ ________________________________
                                          Weighted                Weighted
     Range of                  Remaining  Average                 Average
     Exercise      Number     Contractual Exercise    Number      Exercise
      Prices     Outstanding     Life      Price    Exercisable    Price
_______________  ___________  ___________ ________  ___________   ________

$ 4.00               137      2.00 years   $ 4.00       137        $ 4.00
$ 8.75 - $ 9.50      120      1.44 years   $ 9.50       120        $ 9.50
$10.13 - $10.63      518      5.38 years   $10.16       518        $10.16
$12.00 - $12.44       20      6.00 years   $12.22        20        $12.22

Other nonqualified stock options:
On September 14, 1999, nonqualified stock options to purchase an aggregate
of 140,000 shares of Common Stock were granted to the Company's Board of
Directors and a non-employee serving as the Company's Secretary at an
exercise price of $9.00 per share, the fair market value on the date of
grant.  The options vested 50% on each of the first and second
anniversaries of the date of grant and expire ten years from the date of
grant.  On October 31, 2001, 30,000 options were cancelled as a result of a
director's resignation.

On June 21, 2000, nonqualified stock options to purchase an aggregate of
500,000 shares of Common Stock were granted to the former President and
Chief Operating Officer and the former Executive Vice President and Chief
Financial Officer at an exercise price of $13.13 per share, the fair market
value on the date of the grant.  The options vested in thirds on each of
the first, second and third anniversaries of the date of grant and expire
ten years from the date of the grant.  As of June 30, 2003, all the options
were exercisable.  On June 21, 2003, the President and Chief Operating
Officer and the Executive Vice President and Chief Financial Officer's
employment contracts expired and were not renewed.  The expiration of those
contracts did not affect the expiration of the options, which will occur on
June 21, 2010.

There were no nonqualified options granted during the period from April 14,
2004 to June 30, 2004.

Changes in nonqualified options outstanding as of June 30, 2004 are
summarized below (shares in thousands):

                                                      Weighted
                                                      Average
                                                      Exercise
                                             Shares    Price
                                             ______   ________

Fixed options:
Outstanding at beginning of period             610     $12.38
  Granted                                        -          -
  Exercised                                      -          -
  Cancelled                                      -          -
                                               ___     ______
  Outstanding at end of year                   610     $12.38
                                               ===     ======
  Options exercisable at
    end of year                                610     $12.38
                                               ===     ======

The following table summarizes information about nonqualified stock options
outstanding at June 30, 2004 (shares in thousands):


                Options Outstanding              Options Exercisable
_________________________________________ ________________________________
                                          Weighted                Weighted
     Range of                  Remaining  Average                 Average
     Exercise      Number     Contractual Exercise    Number      Exercise
      Prices     Outstanding     Life      Price    Exercisable    Price
_______________  ___________  ___________ ________  ___________   ________

$ 9.00 per share     110      5.21 years   $ 9.00        110       $ 9.00
$13.13 per share     500      5.98 years   $13.13        500       $13.13

Defined contribution plan:
Presently, both Epoch and J Net have defined contribution plans which
qualify under Section 401(k) of the Internal Revenue Code.  Participants in
the J Net plan may contribute up to 15% of their gross wages, while Epoch's
participants may contribute up to 60% of their gross wages.  Both plans are
subject to annual limitations set by the Internal Revenue Service
regulations.  Neither Epoch nor J Net currently contributes separately to
the plan or matches employee contributions.

Note 7 - Related Party Transactions
On May 24, 2004, the Company's Chief Executive Officer, William W. Priest,
loaned $100 thousand to Epoch in the form of a promissory note.  Terms of
the promissory note called for interest of 4%, compounded quarterly.  On
June 16, 2004, the promissory note, together with accrued interest was paid
in full.

Epoch is conducting its principal business operations in New York, New York
through a month-to-month space use agreement with Berenson & Company.  The
Chief Executive Officer of Berenson & Company is a stockholder of the
Company.  The space use agreement includes rent of $25,000 per month and
other services, including telephones and general office services.  The
agreement may be cancelled by either party with 30 days notice.  Epoch
entered into a long-term lease on September 15, 2004 with an unrelated
party and expects to relocate in calendar 2005.

Note 8 - Federal Income Tax
The Company completed its reverse merger on June 2, 2004.  As a result, the
ability to utilize certain net operating loss carryfowards ("NOL's") became
limited as a result of a greater than 50% change in ownership.  These
limitations are covered by Section 382 of the Internal Revenue Code
("IRC").  Section 382 limits the annual utilization of NOL's accumulated
prior to the ownership change to a percentage of the acquired entity's fair
value at the time of the change in ownership.  As a result, the Company's
ability to utilize accumulated NOL's to their full extent prior to their
expiration cannot be reasonably assured.  Until profitability can be
achieved, and utilization of NOL's can be more definitive, the Company has
provided a full valuation allowance on its accumulated NOL's and temporary
differences.

Federal income taxes payable of $1.4 million represent amounts agreed to by
the Company related to deficiencies attributable to its taxable years
ended June 30, 2001 and 2002.  While Management believes the payment of
this liability, which was made in July 2004, constitutes full settlement
for all issues identified by the Internal Revenue Service, there can be no
assurance that additional tax matters will not arise until the statute of
limitations expires for the taxable years for which the aforementioned
deficiencies were assessed.

The components of Federal income tax expense (benefit) for the period of
April 14, 2004 to June 30, 2004 are as follows (dollars in thousands):

Federal:
  Current benefit                                         $(173)
  Deferred expense                                          173
                                                          _____
  Federal income tax expense on
    loss from continuing operations                           -
  Federal income tax expense of discontinued
    operations                                                -
                                                          _____
      Total Federal income tax expense (benefit)          $   -
                                                          =====

A reconciliation of the Federal statutory income tax rate to the effective
income tax rate based on loss from continuing operations before income tax
for the period of April 14, 2004 to June 30,2004 follows:

Statutory rate                                      (35.0)%
Increase (decrease) in tax resulting from:
  Surtax exemption                                    1.0%
  Valuation allowance                                17.4%
  Stock compensation                                 16.1%
  Other                                                .5%
                                                    _____
    Effective rate                                      -%
                                                    =====

The tax items comprising the Company's net deferred tax asset (liability)
as of June 30, 2004 follows (dollars in thousands):

Equity method losses and impairments               $  8,548
Net operating losses                                  8,434
Capital loss carryforwards                            2,560
Leasehold improvement impairments                       692
Depreciation                                           (310)
Accruals and other                                       77
                                                   ________
  Total                                              20,001
Less valuation allowance                            (20,001)
                                                   ________
Net deferred tax asset                             $      -
                                                   ========
The Company's net operating losses and capital losses can be carried
forward pursuant to Federal tax regulations.  The capital loss carryovers,
which total $7.5 million, will expire in 2007.  The accumulated $24.8
million of accumulated NOL's expire between 2022 and 2024.

Note 9 - Commitments And Contingencies
Employment agreements:
There are no employment agreements with officers of the Company.  There are
agreements, subject to the attainment of certain performance criteria, or
in certain cases termination of employment, to pay bonuses or severance
payments.  Such obligations, under the various agreements, total
approximately $1.2 million.

Legal matters:
The Company is not a party to any legal matters that could have a material
impact on its operations as of June 30, 2004.  However, InterWorld
Corporation ("InterWorld"), a 95.3% owned inactive subsidiary, which has
filed for Chapter 7 bankruptcy, is subject to one claim.

On March 8, 2001, as amended on May 29, 2001, InterWorld received notice
that the Securities and Exchange Commission (the "Commission") commenced a
formal order directing a private investigation by the Commission with
respect to whether InterWorld engaged in violations of Federal Securities
Laws as it relates to InterWorld's financial statements, as well as its
accounting practices and policies.  Also under review by the Commission is
certain trading in InterWorld stock.  All the above events are related to
periods prior to the Company's common stock ownership in InterWorld.

The investigation is confidential and the Commission has advised that the
investigation should not be construed as an indication by the Commission or
its staff that any violation of law has occurred nor should the
investigation be construed as an adverse reflection on any person, entity
or security.

Although the Company is unaware of any activity with respect to the
investigation for the past two years, InterWorld intends to fully cooperate
with the Commission.

From time to time, the Company or its subsidiaries are parties to claims,
legal actions and complaints arising in the ordinary course of business.
Management believes its defenses are substantial and that its legal
position can be successfully defended without material adverse effect on
its consolidated financial position.

Leases:
The predecessor company, J Net, has its corporate headquarters in Wilson,
Wyoming under a month-to-month lease.  Certain administrative support and
corporate affairs are conducted in offices in Plano, Texas with
approximately 3,000 square feet under a lease which expires in February
2005.  The Company expects to operate its business in New York, New York
and will be evaluating its structure in the near future.

Epoch is conducting its operations through a month-to-month space use
agreement with approximately 6,500 square feet in New York, New York.  On
September 15, 2004, Epoch entered into a long-term lease with an unrelated
party.  Epoch expects to move its business operations in early calendar
2005.  Epoch also has an office space lease in Sherman Oaks, California.

IWH, the discontinued operations, has its principal offices in New York,
New York and leases approximately 2,000 square feet of office space. The
lease on the office space renews in three-month increments. The current
renewal expires in October 2004.

The Company is the primary party to a lease in New York, New York with
approximately 8,500 square feet, which expires in 2010. In January 2002, a
sublease agreement was executed with an unrelated third party. While the
Company remains responsible under terms of the original lease, the
subtenant has assumed those responsibilities and is performing its
obligations under the sublease agreement. Proceeds from the sublease more
than offset costs in the primary lease, net of profit sharing with the
landlord.

Total rent expenses for the Company's continuing operations were $50
thousand.  Rent receipts under the sublease in June 2004, net of profit
sharing expenses with the primary landlord were $45 thousand.  Rental
expenses for the discontinued operations in 2004 was $11 thousand.

The following table outlines the consolidated lease obligations of the
Company, including the September 15, 2004 Epoch lease, which does not
require cash payments until October 2005 (dollars in thousands):

                                     Fiscal Years Ended June 30,
                                  ___________________________________

                                                      Net Operating
Year                               Gross  Sublease   Expense (Income)
____                              _______ ________   ________________

2005                              $   577   $  (538)     $   39
2006                                  995      (556)        439
2007                                1,146      (567)        579
2008                                1,147      (581)        566
2009                                1,146      (581)        565
2010 and thereafter                 5,058      (775)      4,283
                                  _______   _______      ______
  Total minimum lease
    payments (receipts)           $10,069   $(3,598)     $6,471
                                  =======   =======      ======

Significant customers and contracts:
Epoch is the beneficiary of a subadvisory contract with one customer that
constitutes approximately 75% of total AUM.  Fees earned under this
subadvisory contract represent approximately one-third of projected annual
revenues.  The contract, which was transferred on June 18, 2004, contained
a two-year commitment.

Revenues from this client represent an important source of operating funds
to the Company, and the Company is dependent to a significant degree on the
ability to maintain its existing relationship.  There can be no assurance
this existing relationship will be maintained or that new clients can be
obtained to replace revenues if significant clients are lost.

Note 10 - Discontinued operations:
On September 9, 2004, the Company completed the sale of the assets of IWH
to the former management of IWH.  Consideration of $1 million was
recognized from the sale represented by the assumption of $466 thousand of
liabilities and a $534 thousand note (the "Note").  In addition, the
Company received a 19.9% interest in the limited liability company which
purchased the assets.  In accordance with generally accepted accounting
principles in the United States, the results of operations are reported as
discontinued operations.

Significant accounting policies - discontinued operations:
Revenue recognition:
The Company follows AICPA Statement of Position 97-2, "Software Revenue
Recognition" ("SOP 97-2"), as amended by SOP 98-4, further amended by SOP
98-9, and Staff Accounting Bulletin 101.  These pronouncements provide
guidance on when revenue should be recognized and in what amounts as well
as what portion of licensing transactions should be deferred.

Revenue under multiple element arrangements is allocated to each element
using the "residual method", in accordance with SOP No. 98-9.  Under the
residual method, the arrangement fee is recognized as follows: (a) the
total fair value of the undelivered elements, as indicated by vendor-
specific objective evidence, is deferred and (b) the difference between the
total arrangement fee and the amount deferred for the undelivered elements
is recognized as revenue related to the delivered elements.  Software
license agreements generally include two elements: the software license and
post-contract customer support.  The Company has established sufficient
vendor-specific objective evidence for the value of maintenance and post-
contract customer support services based on the price when these elements
are sold separately and/or when stated renewal rates for maintenance and
post-contract customer support services are included in the agreement, and
the actual renewal rate achieved.

Product licenses:
Revenue from the licensing of software products is recognized upon shipment
to the customer, pursuant to an executed software licensing agreement when
no significant vendor obligations exist and collection is probable.  If
acceptance by the customer is required, revenue is recognized upon customer
acceptance. Amounts received from customers in advance of product shipment
or customer acceptance are classified as deposits from customers.  Other
licensing arrangements such as reseller agreements, typically provide for
license fees payable to the Company based on a percentage of the list price
for the software products.  The license revenues are generally recognized
when shipment by the reseller occurs, or when collection is probable.

Contracts for product licenses where professional services require
significant production, modification or customization are recognized on a
percentage of completion basis.

Services revenue:
Revenue from professional services, such as custom development and
installation and integration support is recognized as the services are
rendered and requirements contained within the contracts are satisfied.

Maintenance revenue:
Revenue from maintenance and post-contract customer support services, such
as telephone support and product enhancements is recognized ratably over
the period of the agreement under which the services are provided,
typically one year.  Recognition of revenue is deferred until payments from
customers is received for maintenance and support.

Deferred revenue consists principally of billings in advance for services
and support not yet provided and uncollected billings to customers for
maintenance and post contract support.

Selected financial data - discontinued operations
Following are the summary operating results of the discontinued operations
for 2004, which represent the period of June 2, 2004 through June 30,2004
as a result of the reverse merger transaction with Epoch (dollars in
thousands):

                                             June 2, 2004 -
                                             June 30, 2004
                                             ______________

Revenues                                          $ 198
Costs and expenses                                 (177)
                                                  _____
Income from discontinued operations
  before income taxes                                21
Provision for income taxes                            - (a)

                                                  _____
Income from discontinued operations               $  21
                                                  =====

(a)  There are no income taxes due to utilization of available net
operating loss carryforwards.

The following are the net liabilities of discontinued operations as of June
30, 2004 (dollars in thousands):

Assets
______

Cash                                                 $  52
Other current assets                                   214
                                                     _____
  Total current assets                                 266
Property and equipment, net                              7
Other non-current assets                                30
                                                      ____
  Total assets                                        $303
                                                      ====

Liabilities
___________

Trade accounts payable                                $219
Deferred revenue and customer deposits                 438
                                                      ____
  Total liabilities                                    657
                                                      ____
  Net liabilities of discontinued operations          $354
                                                      ====

Other items - discontinued operations
IWH conducts its business operations under a three month short-term lease
arrangement in New York, New York that expires on October 31, 2004.  There
are no other lease commitments.

                   J NET ENTERPRISES, INC. AND SUBSIDIARIES
                       QUARTERLY FINANCIAL INFORMATION
        PERIOD FROM APRIL 14, 2004 (DATE OF INCEPTION) TO JUNE 30, 2004
                 (Dollars in thousands, except per share data)
                                  (Unaudited)

                                          Fourth Quarter
                                          June 30, 2004
                                          ______________


Revenues                                     $    70
Loss from continuing operations               (1,013)
Income from discontinued operations               21
                                             _______
  Net loss                                   $  (992)
                                             =======

Basic and diluted income (loss) per share:
From continuing operations                   $  (.15)

From discontinued operations                       -
                                             _______
  Net loss per share                         $  (.15)
                                             =======