SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                  THIRD AMENDED
                                  FORM 10-KSB/A

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

                    FOR THE FISCAL YEAR ENDED APRIL 30, 2001

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

       For the transition period from _______________ to _______________.


                         COMMISSION FILE NUMBER O-24512


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

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

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


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


     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.
                                                         ---

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will 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-KSB
or  any  amendment  to  this  Form  10-KSB.  [  X]

     State  issuer's revenues for its most recent fiscal year.       $10,991,250
for  the  year  ended  April  30,  2001.

     State  the  aggregate  market  value of voting and non-voting common equity
held  by  non-affiliates  computed by reference to the price at which the common
equity  was  sold, or the average bid and asked prices of such common equity, as
of  a  specified  date within the past 60 days.  (See definition of affiliate in
rule  12b-2  of the Exchange Act.)  $5,688,808.60, based on the closing price of
$0.20  for  the  common  stock  on  August  3,  2001.

     Indicate  the  number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.  As of August 3, 2001, there
were  38,626,543  shares  of  common  stock,  par  value  $0.001,  issued  and
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them and identify the part of the form 10-KSB (e.g., Part I, Part II, etc.) into
which  the  document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").  The listed
documents  should be clearly described for identification purposes (e.g., annual
report  to  security  holders  for  fiscal year ended December 24, 1990).  None.

                     Transitional Small Business Disclosure
                               Format (check one):

                             Yes _____     No __X__


                                        1
<PAGE>
                               ANZA CAPITAL, INC.

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


                                     PART I

Item  1          Description  of  Business

Item  2          Description  of  Property

Item  3          Legal  Proceedings

Item  4          Submission  of  Matters  to  a  Vote  of  Security  Holders


                                     PART II

Item  5          Market  for  Common  Equity  and  Related  Stockholder  Matters

Item  6          Management's  Discussion  and  Analysis  or  Plan of Operations

Item  7          Financial  Statements

Item  8          Changes In and Disagreements With Accountants on Accounting and
                 Financial Disclosure


                                    PART III

Item  9          Directors,  Executive  Officers, Promoters and Control Persons;
                 Compliance  with Section  16(a)  of  the  Exchange  Act.

Item  10         Executive  Compensation

Item  11         Security Ownership of Certain Beneficial Owners and Management.

Item  12         Certain  Relationships  and  Related  Transactions.

Item  13         Exhibits  and  Reports  on  Form  8-K.



                                        2
<PAGE>
                                     PART I

EXPLANATORY  NOTE

In  response  to  comments  from  the  United  States  Securities  and  Exchange
Commission, Anza Capital, Inc. has restated its Annual Statement on Form 10-KSB.
This Annual Statement is for the year ended April 30, 2001, was originally filed
with the Commission on August 16, 2001, and was amended on February 27, 2002 and
again  on  March  5, 2002. Effective on January 2, 2002, the Company changed its
name  from  e-Net  Financial.com  Corporation  to  Anza Capital, Inc. References
throughout  this  Annual Statement are accurate as of the date originally filed,
and  other  than  on  the  front  page,  references  to  the  Company  as  e-Net
Financial.com  Corporation have been left as originally drafted. The Company has
not  undertaken  to  update  all  of  the information in this Annual Report, but
instead  has  updated  only those areas requested by the Commission. Please read
all of the Company's filings with the Commission in conjunction with this Annual
Report.

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

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

ITEM  1  -  DESCRIPTION  OF  BUSINESS

GENERAL

     e-Net Financial.Com Corporation ("e-Net" or the "Company") was incorporated
in  the  State of Nevada on August 18, 1988 as Solutions, Incorporated.  On July
11,  1994,  the  Company  filed  a Registration Statement on Form 10-SB with the
Securities and Exchange Commission, which was declared effective on December 22,
1994.  At  that time, the Company became a reporting company under Section 12(g)
of  the  Securities  Exchange  Act of 1934, as amended.  On August 16, 1996, the
Company  changed  its  name  to Suarro Communications, Inc., and on February 12,
1999,  May  12,  1999  and  on January 18, 2000, the Company changed its name to
e-Net  Corporation,  e-Net  Financial  Corporation  and  e-Net.Com  Corporation,
respectively.  On  February  2,  2000,  the  Company  changed  its name to e-Net
Financial.Com  Corporation.  In  November of 1999, the Company forward-split its
Common  Stock  on  a two-for-one basis, and all references in this Annual Report
reflect  such  forward  split.

     e-Net  has had a rapid sequence of name changes which reflected significant
acquisitions  that  shifted  the Company's primary business operations over very
short  periods  of time. Management has decided that one generic name would have
been  preferable. As such, effective January 2, 2002, e-Net has changed its name
to  ANZA  Capital,  Inc.



                                        3
<PAGE>

BUSINESS  OVERVIEW

     The  Company is a holding company which currently operates through four (4)
subsidiaries,  namely  AMRES,  Expidoc,  BravoRealty.com, and Titus Real Estate.
Since  March 1, 1999, the Company has acquired a total of nine companies, six of
which  have  failed, and five of these subsidiaries have never generated any net
revenue.  e-Net  has  never  developed  a  business  of  its  own.  Of  the nine
companies  purchased  by  e-Net  since  March  1,  1999, six were purchased from
then-current  officers  and  directors,  or parties affiliated with then-current
officers and directors, including EMB.  The total dollar value attributed to the
purchase  of  these  nine  companies  is  approximately  $4,400,000.

     AMRES  and  Expidoc  represent  our only significant operations and greater
than  95%  of  our consolidated revenue.  Please see further discussion of AMRES
and  Expidoc  below.

     We  have  never  been profitable, and our net losses have been significant.
For  the  year  ended  April 30, 2001, our net loss was $6,745,207, or $0.30 per
share.  For the ten months ended April 30, 2000, our net loss was $1,796,899, or
$0.22  per  share.  See  our  discussion in Item 6 - Management's Discussion and
Analysis  or  Plan  of  Operations, for further details concerning our financial
results.

RECENT  CHANGES  IN  BUSINESS  STRATEGY  AND  CHANGE  IN  CONTROL

     Effective March 1, 1999, the Company acquired e-Net Mortgage Corporation, a
Nevada  corporation  ("e-Net Mortgage"), and City Pacific International, U.S.A.,
Inc.,  a  Nevada  corporation  ("City Pacific").  Pursuant to the Share Exchange
Agreement  and  Plan  of  Reorganization  dated  March  1, 1999, regarding e-Net
Mortgage,  its  shareholders  received  2,000,000  shares of Common Stock of the
Company  in  exchange  for  all  of  the  issued  and outstanding stock of e-Net
Mortgage,  which  became  a wholly owned subsidiary of the Company.  Pursuant to
the  Share  Exchange  Agreement and Plan of Reorganization, dated March 1, 1999,
regarding City Pacific, its shareholders received 500,000 shares of Common Stock
of  the  Company in exchange for all of the issued and outstanding stock of City
Pacific, which became a wholly owned subsidiary of the Company.  Effective as of
that  date, Michael Roth, who had owned 100% of e-Net Mortgage, became Chairman,
CEO,  President,  a  director,  and  the owner of 44% of the common stock of the
Company.  Also  effective as of that date, Al Marchi, who had owned 100% of City
Pacific,  became a director and the owner of 11% of the outstanding common stock
of  the  Company.  Following this transaction, the Company entered into a series
of  acquisitions as part of its strategy of horizontal market penetration and in
an  effort  to  increase  revenues.

     On November 29, 1999, the Company issued Paul Stevens 250,000 shares of its
Common  Stock  in  exchange  for Mr. Stevens' transfer to the Company of 500,000
shares  of  Common  Stock of EMB Corporation ("EMB") that he owned (the "Stevens
EMB  Shares").  On  December 21, 1999, and in connection with that exchange, the
Company  entered  into agreements with Digital Integrated Systems, Inc. ("DIS"),
and  EMB  to  acquire  their  respective 50% interests in VPN.COM JV Partners, a
Nevada  joint  venture  ("VPN  Partners")  involved  in  vertically  integrated
communications  systems.  In consideration of the purchase of the interests, the
Company  issued a one-year promissory note to DIS in the amount of $145,000 (the
"DIS  Note")  and  tendered  to  EMB the Stevens EMB Shares. At the time of such
transactions,  Mr. Stevens was the sole owner of DIS and the President and Chief
Executive  Officer  of  VPN  Partners.  Upon  closing  of  the acquisitions, VPN
Partners  was  integrated  with  VPNCOM.Net,  Inc.  (previously  known  as  City
Pacific), the other communications entity then owned by the Company. At the time
of  the  transaction,  our management believed that VPN Partners and Mr. Stevens
would  contribute  materially  to  the  planned  expansion  of  the  Company.

                                        4
<PAGE>

     On January 12, 2000, as revised on April 12, 2000, the Company entered into
an agreement (the "Amended and Restated Purchase Agreement") with EMB to acquire
two of its wholly owned subsidiaries, namely American Residential Funding, Inc.,
a  Nevada  corporation  ("AMRES"),  and  Bravo  Real  Estate, Inc., a California
corporation ("Bravo Real Estate"). At the time of the acquisition, AMRES was the
principle  operating  company of EMB, and EMB had previously acquired AMRES from
AMRES  Holding  LLC  ("AMRES Holding"), a company controlled by Vincent Rinehart
(now an officer and director of the Company) and in which Mr. Rinehart currently
holds  his  e-Net common stock, in exchange for EMB common stock. The purpose of
the  acquisition  was  to  acquire  market  share,  revenues,  and  certain  key
management  personnel.  The Company also acquired all of EMB's rights to acquire
Titus  Real  Estate  LLC,  a  California  limited liability company ("Titus Real
Estate") from its record owners. Titus Real Estate is the management company for
Titus Capital Corp., Inc., a California real estate investment trust (the "Titus
REIT"),  in  which  the  Company has no ownership interest. Titus REIT currently
holds  10  apartment  buildings  in  Long Beach, California, six of which are in
escrow  to  be  sold.

     On February 11, 2000, the Company executed a purchase agreement (the "Titus
Purchase Agreement") for the acquisition of Titus Real Estate and issued 100,000
shares  of  its Class B Convertible Preferred Stock (the "B Preferred") to AMRES
Holding/Rinehart,  and 300,000 shares of its Common Stock to Scott A. Presta, in
their capacities as the owner-members of Titus Real Estate. Mr. Rinehart and Mr.
Presta  were not, at the time, otherwise affiliated with the Company in any way,
but  both became members of Management in April 2000 (see Item 9). Upon closing,
Titus  Real  Estate  became  a  wholly  owned  subsidiary  of  the  Company. The
consideration  given  was  valued at $1.6 million, all of which was allocated to
Goodwill  to  be  amortized over a period of 10 years. Management had hoped that
the  acquisition  of  Titus  Real  Estate  would  increase the Company's overall
revenue  stream.  The  Company  took  a charge for impairment of goodwill in the
amount  of  $1,155,057 in the fourth quarter 2000 with respect to its investment
in  Titus  Real  Estate.

     On  February  14,  2000,  in  our continuing efforts to expand, the Company
acquired  all  of  the  common  stock  of  LoanNet  Mortgage,  Inc.,  a Kentucky
corporation ("LoanNet"), a mortgage broker with offices in Kentucky and Indiana.
Pursuant  to  the  Stock Purchase Agreement dated February 14, 2000, the Company
issued  250,000  shares  of  its  Common  Stock,  valued at $2.3 million, to the
selling  shareholders  of LoanNet, which became a wholly-owned subsidiary of the
Company.  As  of  the  closing  of  the transaction, LoanNet also had 400 shares
outstanding of 8% non-cumulative, non-convertible preferred stock, the ownership
of  which has not changed. The preferred stock is redeemable for $100,000. As of
February  28, 2001, all three LoanNet offices have been closed. The Company took
a  charge  for  impairment of goodwill in the amount of $1,985,012 in the fourth
quarter  2000  with  respect  to  its  investment  in  LoanNet.


     On March 1, 2000, the Company sold VPNCOM.Net, Inc., which had proven to be
unprofitable and inconsistent with the Company's changing business structure, to
Al  Marchi,  its then-President. The sales consideration consisted of his 30-day
promissory  note  in the principal amount of $250,000 (paid in full on April 15,
2000),  the  assumption  of  the  DIS  Note, and the return of 250,000 shares of
Company  Common  Stock  owned  by  him.


     On  March  17,  2000,  the  Company  acquired  all  of  the common stock of
ExpiDoc.com,  Inc.,  a  California  corporation  ("ExpiDoc").  ExpiDoc  is  an
Internet-based,  nationwide notary service, with over 6,500 affiliated notaries,
that provides document signing services for various mortgage companies. Pursuant
to  the  Stock  Purchase  Agreement  dated February 14, 2000, the Company issued
24,000 shares of Common Stock of the Company, valued at $196,510, to the selling
shareholders  of ExpiDoc, which became a wholly owned subsidiary of the Company.
As  of  the  closing of the acquisition, the Company entered into management and
consulting  agreements  with  ExpiDoc's  owners  and  management,  including Mr.
Rinehart  and  Mr.  Presta.  Mr.  Rinehart and Mr. Presta were not, at the time,
otherwise  affiliated  with  the  Company in any way, but both became members of
Management  in  April  2000  (see  Item  9)

                                        5
<PAGE>

     On  April  12,  2000, the Company closed the acquisition of AMRES and Bravo
Real  Estate.  Pursuant  to  the  Amended  and  Restated Purchase Agreement, the
Company  issued  7.5  million shares of Common Stock to EMB, representing nearly
40%  of  the  then  issued  and  outstanding  common  stock of the Company, paid
$1,595,000,  and  issued  a promissory note in the initial amount of $2,405,000,
and AMRES and Bravo Real Estate became wholly owned subsidiaries of the Company.
As of April 30, 2001, the remaining principal balance of the promissory note was
$1,055,000,  and the note was cancelled in its entirety effective June 27, 2001,
(see  discussion  of  Global  Settlement  below).  AMRES  was  the  acquirer for
financial  reporting purposes.  Since Bravo Real Estate had no operations or net
assets,  management  determined  that a nominal value of $1,000 be attributed to
its name.  The fair value attributable to the 7.5 million shares of common stock
of  e-Net  on  April  12,  2000 was $3,838,000 based on the fair value of assets
acquired.  Because  the purchase was accounted for as a reverse acquisition, the
$4.0  million  in  cash  and  notes  issued  to  EMB  were  treated  as a deemed
distribution  with  a charge to the Company's accumulated deficit.  On April 12,
2000, James E. Shipley, the former CEO of EMB, was elected Chairman of the Board
of  Directors  of  the  Company  and  Vincent  Rinehart  was elected a Director,
President,  and Chief Executive Officer of the Company.  Bravo Real Estate never
commenced  operations,  had no assets, and is no longer an operating subsidiary.

     Mr.  Shipley was the CEO, President, and a less than 5% owner of EMB at the
time  of  the sale of AMRES and Bravo from EMB to e-Net. Mr. Shipley resigned as
Chairman  of  EMB and became Chairman of e-Net in April 2000 (replacing Mr. Roth
as Chairman), and resigned as an officer of e-Net on December 31, 2000, when Mr.
Rinehart  became  Chairman.


     Mr.  Rinehart was never an officer or director of EMB, but was the owner of
2,000,000 shares of EMB common stock, making him an approximate 10% owner of EMB
at the time of the sales in April 2000, and continues as an officer and director
of the Company (e-Net) and as an officer of all wholly-owned subsidiaries of the
Company.

     On  April  12,  2000,  in  accordance  the provisions of the Certificate of
Designations,  Preferences  and  Rights  of Class B Convertible Preferred Stock,
AMRES  Holding/Rinehart  demanded  that  its  B  Preferred be repurchased by the
Company for an aggregate of one million dollars. On April 20, 2000, the Company,
AMRES  Holding/Rinehart,  and Mr. Presta amended the Titus Purchase Agreement to
provide for the return of 100,000 shares of the Company's preferred stock issued
to AMRES Holdings and Mr. Presta upon the issuance of 1,000,000 shares of common
stock  to  them.

     On  May 24, 2000, Michael Roth and Jean Oliver, the sole remaining officers
and  directors  of prior management, resigned their remaining positions with the
Company.  On  that  date, Mr. Presta, an executive officer and director of Titus
Real  Estate,  was  elected  a  Director  and  Secretary  of  the  Company.

                                        6
<PAGE>

EVENTS  SUBSEQUENT  TO  FISCAL  YEAR  END

BRIDGE  FINANCING

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

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

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

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

FORMATION  OF  ANZA  PROPERTIES,  INC.

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

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

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

                                        7
<PAGE>

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

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

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

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

GLOBAL  SETTLEMENT

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

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

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

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

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

                                        8
<PAGE>

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


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

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

EXECUTIVE  COMPENSATION

     On  July  1,  2001, e-Net entered into an Employment Agreement with Vincent
Rinehart.  Under  the  terms  of  the  agreement,  the  Company is to pay to Mr.
Rinehart  a  salary equal to $275,000 per year, subject to an annual increase of
10% commencing January 1, 2002, plus an automobile allowance of $1,200 per month
and  other  benefits,  including life insurance.  The agreement is for a term of
five  years  and  provides for a severance payment in the amount of $500,000 and
immediate vesting of all stock options in the event his employment is terminated
for  any  reason,  including cause.  Mr. Rinehart was granted options to acquire
2,500,000  shares  of e-Net common stock at the closing price on the date of the
agreement,  which  shall vest over a three year period.  The number of shares to
be  acquired  upon  exercise  of  the  options shall not be adjusted for a stock
split,  and  is  limited  to  both a maximum value of $1,900,000, and 20% of the
outstanding  common  stock  of  the  Company.

DISCUSSION  OF  OPERATIONS

     BravoRealty.com, which is not affiliated with the now non-operational Bravo
Real  Estate,  is an internet-based real estate brokerage which was incorporated
in  May  2000  and  began  operations  in  January  2001.  AMRES  owns  69%  of
BravoRealty.com,  with  the  balance  owned  by  Vincent  Rinehart  (15%), David
Villarreal  (15%),  and  Kevin  Gadawski (1%).  Bravorealty.com's business model
targets real estate agents as its customers and offers 100% commission retention
for  the  agent,  while  charging  a  minimal  fixed fee per closed transaction.
Bravorealty.com's  web  site  is  operational,  but  it  is currently in need of
funding  to  complete  its launch and implement the required infrastructure.  If
e-Net  is  able  to  secure the required funding, e-Net will remain the majority
shareholder.  If  the  required funding is secured from outside investors, e-Net
may  retain  only  a  minority  ownership  position.

     Titus  Real  Estate  is  the  management company of Titus REIT.  Titus Real
Estate,  while  currently  operational,  is  not expected to provide significant
revenues  for  e-Net.  As stated above, Titus REIT is currently the owner of ten
apartment  buildings in Long Beach, California, six of which are in escrow to be
sold.  Titus  REIT  is  in  need  of  additional  capital in order to expand its
operations,  and  if it successful, the amount of revenue to e-Net through Titus
Real  Estate  may  increase.

                                        9
<PAGE>

     LoanNet is not operating at this time.  Due to insufficient capitalization,
the  Company decided to close all three offices previously in operations.  While
in  operation,  LoanNet  recorded  cumulative net losses and did not provide any
cash flow for the Company.  The Company wrote off its full investment in LoanNet
in  the  third  quarter  of  2000.

AMERICAN  RESIDENTIAL  FUNDING,  INC.  ("AMRES")

GENERAL

     The  Company,  through  its  wholly  owned subsidiary, e-Net Mortgage, had,
since  1999,  engaged  in  business as a retail mortgage broker.  However, e-Net
Mortgage  was  not  capitalized  to  the  level  that permitted it to expand its
operations  outside  of its offices in San Jose, and Costa Mesa, California, and
Las  Vegas,  Nevada.  With  the  pending  acquisition  of  American  Residential
Funding,  Inc.  ("AMRES"),  e-Net  Mortgage  stopped  conducting business in the
fourth  quarter of the fiscal year ended April 30, 2000.  With the completion of
the  acquisition  of  AMRES,  AMRES  has become the principal operating mortgage
subsidiary of the Company.  It is the intent of the Company for AMRES to operate
primarily  as  a mortgage banker and mortgage broker through an expansion of its
existing  company-owned  and  branch operations.  AMRES has not been profitable,
but  management anticipates that it may achieve profitability in the next fiscal
year.

     The  name "AMRES" is approved for use by American Residential Funding, Inc.
by  the  California  Department  of  Real  Estate, the primary governing body of
AMRES.  An  appropriate  DBA  filing  of AMRES has been done, and the company is
regularly  referred  to  as  "AMRES".


LOAN  MAKING

     AMRES  is  primarily  a  loan broker, arranging approximately $50,000,000 a
month  in  home  loans.  AMRES,  through  their agents in some 140 branches (1-8
agents  in  each  branch) is licensed in 39 states to originate loans.  Although
AMRES  has a $2,000,000 line of credit with which to fund loans, less than 5% of
total loan volume is funded this way.  AMRES, through their loan agents, locates
prospective  borrowers  from real estate brokers, home developers, and marketing
to  the  general  public.  After  taking a loan application, AMRES processes the
loan  package,  including  obtaining  credit  and appraisal reports.  AMRES then
presents the loan to one of approximately 200 approved lenders, who then approve
the  loan,  draw  loan documents and fund the loan.  AMRES receives a commission
for  each  brokered  loan,  less  what  is  paid  to  each  agent.

LOAN  STANDARDS

     Mortgage  loans  arranged  by  AMRES  are  generally  loans  with  fixed or
adjustable  rates  of  interest,  secured  by first mortgages, deeds of trust or
security  deeds  on residential properties with original principal balances that
do  not  exceed  95% of the value of the mortgaged properties, unless such loans
are  FHA-insured  or  VA-guaranteed.  Generally,  each  mortgage  loan  having a
loan-to-value  ratio  in  excess  of  80%,  or  which  is secured by a second or
vacation  home,  will  be  covered by a Mortgage Insurance Policy, FHA Insurance
Policy  or VA Guaranty insuring against default of all or a specified portion of
the principal amount thereof.  95% of all loans originated by AMRES are brokered
to  lenders  and  not  underwritten  or  funded  by  AMRES.

     The  mortgage  loans  are  "one-to-four-family"  mortgage  loans, which are
permanent  loans  (as opposed to construction or land development loans) secured
by  mortgages  on  non-farm  properties,  including  attached  or  detached
single-family  or  second/vacation  homes, one-to-four-family primary residences
and  condominiums  or  other  attached  dwelling  units,  including  individual
condominiums, row houses, townhouses and other separate dwelling units even when
located in buildings containing five or more such units. Each mortgage loan must
be secured by an owner-occupied primary residence or second/vacation home, or by
a non-owner occupied residence. The mortgaged property may not be a mobile home.

                                       10
<PAGE>

     In  general,  no  mortgage  loan  is expected to have an original principal
balance less than $30,000. While most loans will be less than $700,000, loans of
up  to  $2,000,000 may be brokered to unaffiliated third-party mortgage lenders.
Fixed  rate mortgage loans must be repayable in equal monthly installments which
reduce  the  principal  balance  of  the  loans  to zero at the end of the term.


Credit,  Appraisal  and  Underwriting  Standards

     Each mortgage loan must (i) be an FHA-insured or VA-guaranteed loan meeting
the  credit  and  underwriting  requirements  of  such  agency, or (ii) meet the
credit,  appraisal  and  underwriting  standards established by the lender.  For
certain mortgage loans which may be subject to a mortgage pool insurance policy,
the  lender may delegate to the issuer of the mortgage pool insurance policy the
responsibility  of  underwriting  such  mortgage  loans,  in accordance with the
lender's  credit  appraisal  and  underwriting  standards.

     A  lender's underwriting standards are intended to evaluate the prospective
mortgagor's credit standing and repayment ability, and the value and adequacy of
the  proposed mortgaged property as collateral. In the loan application process,
prospective  mortgagors  will  be required to provide information regarding such
factors as their assets, liabilities, income, credit history, employment history
and  other  related  items.  Each  prospective  mortgagor  will  also provide an
authorization  to  apply  for  a  credit report which summarizes the mortgagor's
credit history. With respect to establishing the prospective mortgagor's ability
to  make  timely  payments,  the  lender  will  require  evidence  regarding the
mortgagor's  employment  and  income,  and  of  the  amount  of deposits made to
financial institutions where the mortgagor maintains demand or savings accounts.
In  some instances, mortgage loans may be arranged by the lender under a Limited
Documentation  Origination  Program.  For  a  mortgage  loan  to qualify for the
Limited Documentation Origination Program, the prospective mortgagor must have a
good  credit  history  and  be  financially capable of making a larger cash down
payment  in a purchase, or be willing to finance less of the appraised value, in
a  refinancing, than would otherwise be required by the Company. Currently, only
mortgage  loans  with  certain loan-to-value ratios will qualify for the Limited
Documentation  Origination  Program.  If the mortgage loan qualifies, the lender
waives  some  of  its  documentation requirements and eliminates verification of
income  and  employment for the prospective mortgagor. The Limited Documentation
Origination Program has been implemented relatively recently and accordingly its
impact,  if  any,  on  the  rates of delinquencies and losses experienced on the
mortgage  loans  so  originated  cannot  be  determined  at  this  time.

     The  lender's underwriting standards generally follow guidelines acceptable
to  FNMA  ("Fannie  Mae")  and  FHLMC ("Freddie Mac"). The lender's underwriting
policies  may be varied in appropriate cases. In determining the adequacy of the
property  as  collateral,  an  independent  appraisal  is  made of each property
considered  for financing. The appraiser is required to inspect the property and
verify  that  it  is  in  good condition and that construction, if new, has been
completed.  The appraisal is based on the appraiser's judgment of values, giving
appropriate  weight to both the market value of comparable homes and the cost of
replacing  the  property.  Over  95% of all loans processed are underwritten and
funded  by  approved  lenders  of  AMRES.  Very few loans, approximately 5%, are
funded  by  AMRES  on  their  line  of  credit  for  future  resell.

Title  Insurance  Policies

     The lender will usually require that, at the time of the origination of the
mortgage  loans  and  continuously  thereafter,  a  title insurance policy be in
effect  on each of the mortgaged properties and that such title insurance policy
contain  no  coverage  exceptions,  except  those  permitted  pursuant  to  the
guidelines  established  by  FNMA.

                                       11
<PAGE>

Applicability  of  Usury  Laws

     Title  V  of  the Depository Institutions Deregulation and Monetary Control
Act  of  1980 ("Title V"), provides that state usury limitations do not apply to
certain  types of residential first mortgage loans originated by certain lenders
after  March  31, 1980.  The Federal Home Loan Bank Board is authorized to issue
rules and regulations and to publish interpretations governing implementation of
Title  V,  the  statute authorizes any state to reimpose interest rate limits by
adopting  a  law or constitutional provision which expressly rejects application
of  the  federal  law.  In  addition, even where Title V is not so rejected, any
state  is authorized by the law to adopt a provision limiting discount points or
other  charges  on  mortgage  loans  covered by Title V.  As of the date hereof,
certain  states  have  taken  action  to reimpose interest rate limits and/or to
limit  discount  points  or  other  charges.

     The  above  described  laws  do not have a material effect on the Company's
operations  because  it  acts  primarily  as  a  broker  to  direct  lenders.

MORTGAGE  SOFTWARE  AND  TECHNOLOGY

     AMRES  currently uses loan origination software developed by an independent
third  party,  which  is  accessible  by its Company-owned offices and at branch
offices  through  an  Intranet  system.  This  software  can  quickly review the
underwriting  guidelines  for  a  vast  number of loan products, including those
offered  by  Fannie  Mae and Freddie Mac and select the appropriate loan product
for the borrower.  The software then allows the routing of pertinent information
to  the  automated  underwriting systems employed by Fannie Mae and Freddie Mac,
the  primary secondary-market purchasers of mortgages, and the automated systems
of independent lenders such as IndyMac.  Thus, in less than one hour, a borrower
can receive loan approval, subject only to verification of financial information
and  appraisal  of  the  subject  property.  The  software  also  permits  the
contemporaneous  ordering  and  review  of  preliminary title reports and escrow
instructions.  The  AMRES  Intranet  system  allows  branch  offices  to  have
around-the-clock  access  to  the  system.

Customer  Service  and  Support

     AMRES  provides  branch  owners  with  on-line technical support, training,
consulting  and  implementation  services.  These  services  consist  of  the
following:

Customer  Education  and  Training

     AMRES  offers  training  courses  designed  to meet the needs of end users,
integration  experts  and  system  administrators.  AMRES  also  trains customer
personnel  who  in  turn  may  train  end-users in larger deployments.  Training
classes  are  provided  at  the  customers'  offices  or on-line with an on-line
tutorial.  No  fees  are  charged  the  branch  for  these  services.

System  Maintenance  and  Support

     The  Company  offers  telephone,  electronic  mail  and  facsimile customer
support  through  its  central  technical  support  staff  at  the  Company's
headquarters.  The  Company  also  provides customers with product documentation
and  release  notes  that  describe features in new products, known problems and
workarounds,  and  application  notes.

                                       12
<PAGE>

EXPIDOC  NATIONWIDE  NOTARY  SERVICES

     ExpiDoc  is an Internet-based nationwide notary service that specializes in
providing  mortgage brokers with a solution to assist with the final step of the
loan process: notarizing signatures of the loan documents.  This is accomplished
through  ExpiDoc's  automation  of  the  process, its knowledgeable, experienced
staff,  and proprietary technology.  ExpiDoc provides its clients with real-time
access  to the status of their documents, 24 hours a day.  ExpiDoc's proprietary
software  executes both the front office notary coordination and the back office
administration.  ExpiDoc  currently  employs  3  people,  located in Costa Mesa.

SALES  AND  MARKETING

     As  of  June 30, 2001, the Company marketed and sold its mortgage brokerage
services  primarily  through  a  direct  sales  force  of  loan  agents totaling
approximately  24  persons  based  in  Costa  Mesa,  California,  as  well  as
approximately  120  loan agents at branch locations.  The Company maintains four
Company-owned  offices  in  Southern  California  and  approximately  140 branch
offices  in  39  states.

     The  sales  efforts  of  the Company to market its branch opportunities are
located  primarily  in the Company's Costa Mesa, California headquarters office.
Once  a  branch  is opened, a branch manager supervises a licensed branch office
and  its  employees,  and  receives  a percentage of the profits of that branch.
AMRES  provides  accounting,  licensing, legal, compliance and lender access for
each  branch,  retaining  a  percentage  of  commission  generated  by  loan
correspondents  at  each  branch. The branch managers must follow all guidelines
set forth by AMRES as well as all regulations of various government agencies and
are  independently  responsible  for  the expenses incurred at the branch level,
including  personnel  expenses.

COMPETITION

     The  Company  faces intense competition in the origination, acquisition and
liquidation of its mortgage loans.  Such competition can be expected from banks,
savings  and  loan  associations  and  other  entities,  including  real  estate
investment  trusts.  Many  of  the  Company's competitors have greater financial
resources  than  the  Company.

PROPRIETARY  RIGHTS  AND  LICENSING

     The  Company's  success  is  dependent,  to  a  degree,  upon  proprietary
technology.  The  Company  may  rely on a combination of copyright and trademark
laws,  trade secrets, confidentiality procedures and contractual provisions with
its  employees,  consultants  and  business  partners to protect its proprietary
rights.  The  Company  may  seek  to  protect  its  electronic  mortgage product
delivery  systems,  documentation and other written materials under trade secret
and copyright laws, which afford only limited protection.  Despite the Company's
efforts  to  protect its proprietary rights, unauthorized parties may attempt to
copy  aspects of the Company's systems or to obtain and use information that the
Company  regards as proprietary.  While the Company is not aware that any of its
systems  infringe  upon the proprietary rights of third parties, there can be no
assurance  that  third  parties  will not claim infringement by the Company with
respect  to  current  or  future products.  Certain components of the electronic
mortgage  products  delivery  system  currently  employed by the Company are not
proprietary to the Company and other competitors may acquire such components and
develop  similar  or  enhanced  systems  for the electronic delivery of mortgage
products  to  mortgage  brokers  and  borrowers.

     In  addition,  the Company relies on certain software that it licenses from
third  parties,  including  software  which  is  used  in  conjunction  with the
Company's  mortgage  products  delivery  systems. There can be no assurance that
such  firms  will  remain  in business, that they will continue to support their
products  or  that their products will otherwise continue to be available to the
Company  on commercially reasonable terms. The loss or inability to maintain any
of these software or data licenses could result in delays or cancellations in of
contracts with Net Branch operations until equivalent software can be identified
and  licensed  or developed and integrated with the Company's product offerings.
Any  such  delay or cancellation could materially adversely affect the Company's
business,  financial  condition  or  results  of  operations.

                                       13
<PAGE>

ENVIRONMENTAL  MATTERS

     The  Company has not been required to perform any investigation or clean up
activities,  nor  has it been subject to any environmental claims.  There can be
no  assurance,  however,  that  this  will  remain  the  case  in  the  future.

     In  the course of its business, the Company may acquire properties securing
loans  that  are  in  default. Although the Company primarily lends to owners of
residential  properties,  there  is a risk that the Company could be required to
investigate  and  clean up hazardous or toxic substances or chemical releases at
such  properties  after  acquisition by the Company, and may be held liable to a
governmental entity or to third parties for property damage, personal injury and
investigation  and cleanup costs incurred by such parties in connection with the
contamination.  In  addition,  the owner or former owners of a contaminated site
may  be subject to common law claims by third parties based on damages and costs
resulting  from  environmental  contamination  emanating  from  such  property.

TRADE  NAMES  AND  SERVICE  MARKS

     The  Company  will  devote  substantial  time,  effort  and  expense toward
developing name recognition and goodwill for its trade names for its operations.
The  Company intends to maintain the integrity of its trade names, service marks
and  other  proprietary  names  against  unauthorized  use  and  to  protect the
licensees'  use  against  claims  of  infringement  and unfair competition where
circumstances  warrant.  Failure to defend and protect such trade name and other
proprietary  names  and  marks  could  adversely  affect  the Company's sales of
licenses  under  such  trade  name  and  other proprietary names and marks.  The
Company  knows  of  no  current  materially  infringing  uses.

EMPLOYEES

     As  of  June 30, 2001, the Company employed a total of 143 persons.  Of the
total,  15  officers  and  employees  were  employed  at the principal executive
offices  of  the  Company in Costa Mesa, California, all of whom were engaged in
Finance  and  Administration.  In  addition, the Company, through its net branch
operations  employed  128  individuals,  29  of  whom  were  engaged  in  loan
administration  and  99  of  whom  were  engaged in loan production. None of the
Company's  employees  is represented by a labor union with respect to his or her
employment  by  the  Company.

ITEM  2  -  DESCRIPTION  OF  PROPERTY

     Our  principal  place  of  business  is in Costa Mesa, California, where we
lease  an  approximately  6,800  square  foot  facility  for  $190,000 per annum
(subject  to  usual  and  customary  adjustments),  under  a written lease which
terminates  in  March  2003.  This  location  houses  our  corporate  finance,
administration,  and  sales and marketing functions.  ExpiDoc and the Costa Mesa
office  of AMRES sub-lease space at this facility from e-Net on a month-to-month
basis  for  $1,000  and  $4,000,  respectively.

                                       14
<PAGE>

     AMRES leases additional facilities: Long Beach, California (month-to-month,
$3,450 per month); Palmdale, California (month-to-month, $ 1,911 per month), and
Riverside,  California  (term  expiring  in  2003,  $2,117  per  month).

     All  branch  offices are leased in the name of its respective manager, with
lease payments made from revenues generated by that branch. The Company does not
undertake  any  liability  for  those  locations.

     We  believe that our current facilities will be adequate to meet our needs,
and  that  we will be able to obtain additional or alternative space when and as
needed  on  acceptable  terms.

     The  Company  may  also  hold  real  estate for sale from time to time as a
result  of  its  foreclosure  on  mortgage  loans  that  may  become in default.

ITEM  3  -  LEGAL  PROCEEDINGS

     The  Company  is  not  engaged  in  any  legal  proceedings.

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matters  were  submitted  to  a vote of the security holders during the
fiscal  year.


                                       15
<PAGE>
                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

MARKET  INFORMATION

     The  Common  Stock  of  the Company is currently quoted on the OTC Bulletin
Board  of the National Association of Securities Dealers, Inc., under the symbol
"ENNT".

     When  the  trading  price  of the Company's Common Stock is below $5.00 per
share,  the  Common  Stock is considered to be "penny stock" that are subject to
rules  promulgated by the Securities and Exchange Commission (Rule 15g-1 through
15g-9) under the Securities Exchange Act of 1934. These rules impose significant
requirements  on brokers under these circumstances, including: (a) delivering to
customers  the Commission's standardized risk disclosure document; (b) providing
to  customers  current  bid  and  offers;  (c)  disclosing  to  customers  the
brokers-dealer  and  sales  representatives  compensation;  and (d) providing to
customers  monthly  account  statements.


     For  several  years  prior to March of 1999, the market price of the Common
Stock  of the Company was either nominal or non-existent because the Company had
no  substantial  assets  and  had  little  or  no operations. However, after the
Company  entered into an acquisition agreement regarding the purchase of certain
assets of e-Net Mortgage and City Pacific in March 1999, the Common Stock of the
Company began trading. Following the execution of the initial agreement with EMB
to  acquire  certain  of  its assets in January 2000, more active trading of the
Company's  Common  Stock  commenced.

     The following table sets forth the range of high and low closing bid prices
per  share of the Common Stock as reported by Pink Sheets LLC (formerly known as
the  National  Quotation  Bureau,  L.L.C.),  for  the  periods  indicated.

<TABLE>
<CAPTION>


<S>                                <C>     <C>

                                   HIGH    LOW
FISCAL YEAR ENDED APRIL 30, 1999:
1st Quarter . . . . . . . . . . .  $  .01  $ .01
---------------------------------
2nd Quarter . . . . . . . . . . .  $  .01  $ .01
3rd Quarter . . . . . . . . . . .  $  .02  $ .01
4th Quarter . . . . . . . . . . .  $ 6.00  $ .02

FISCAL YEAR ENDED APRIL 30, 2000:
1st Quarter . . . . . . . . . . .  $ 7.50  $2.00
---------------------------------
2nd Quarter . . . . . . . . . . .  $ 7.00  $1.19
3rd Quarter . . . . . . . . . . .  $12.88  $1.00
4th Quarter . . . . . . . . . . .  $15.63  $3.25
FISCAL YEAR ENDED APRIL 30, 2001:
---------------------------------
1st Quarter . . . . . . . . . . .  $ 3.75  $1.43
2nd Quarter . . . . . . . . . . .  $ 1.34  $0.28
3rd Quarter . . . . . . . . . . .  $ 1.38  $0.25
4th Quarter . . . . . . . . . . .  $ 0.43  $0.11

Close on August 8, 2001 . . . . .  $ 0.17  $0.17
</TABLE>


     The  Company  is  unaware  of the factors which resulted in the significant
fluctuations  in  the  bid  prices per share during the periods being presented,
although  it  is  aware  that  there is a thin market for the Common Stock, that
there  are  frequently few shares being traded, and that any sales significantly
impact  the  market.

                                       16
<PAGE>

HOLDERS

     As  of  April  30,  2001,  and  August  3,  2001, there were 23,608,939 and
38,626,543 shares, respectively, of Common Stock issued and outstanding which as
of  August 3, 2001 were held by approximately 66 holders of record.  As of April
30,  2001,  and  August  3,  2001,  there  were no shares of Class A Convertible
Preferred  Stock  or  Class  B Convertible Preferred Stock outstanding and there
were  20,000  and 18,693 shares, respectively, of Series C Convertible Preferred
Stock  outstanding.  On  July  13,  2001,  1,307  shares of Series C Convertible
Preferred  Stock  were  converted  into  4,666,663 shares of e-Net common stock.

DIVIDEND  POLICY

  The  Company  has  not  paid any dividends on its Common Stock and does not
expect  to  do  so  in the foreseeable future.  The Company intends to apply its
earnings,  if  any,  in  expanding  its  operations and related activities.  The
payment  of  cash dividends in the future will be at the discretion of the Board
of  Directors  and  will  depend  upon  such factors as earnings levels, capital
requirements,  the  Company's  financial  condition  and  other  factors  deemed
relevant  by  the  Board  of  Directors.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

     On  May  2,  2000,  the  Company  issued  666,667 shares of common stock to
Jupiter  European Special Situations Fund, an accredited investor, for which the
investor  paid $2,000,000, or $3.00 per share.  As additional consideration, the
Company  issued to Jupiter warrants to acquire 333,334 shares of common stock at
an  exercise  price  of  $3.00 per share.  The issuances were exempt pursuant to
section  4(2)  of  the  Securities  Act  of  1933.

     In  May  2000,  the  Company issued an aggregate of 60,000 shares of common
stock  to  four  (4)  employees  as  consideration  for services rendered to the
Company.  The  issuances  were exempt pursuant to section 4(2) of the Securities
Act  of  1933.

     On  April  26, 2001, the Company issued 2,500,000 shares of common stock to
its  wholly-owned  subsidiary,  AMRES,  to  provide  capitalization  under  HUD
requirements.  The  issuance  was  valued  at $0.13 per share.  The issuance was
exempt  pursuant  to  section  4(2)  of  the  Securities  Act  of  1933.

     On  April  27,  2001,  the Company issued 150,000 shares of common stock to
James  E.  Shipley,  an  accredited investor, in satisfaction of a $300,000 note
owed to him.  The issuance was exempt pursuant to Section 4(2) of the Securities
Act  of  1933.

ITEM  6  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

     The  following  discussion contains forward-looking statements that involve
risks  and uncertainties.  Our actual results could differ materially from those
anticipated  in  these  forward-looking  statements as a result of many factors,
including those set forth under "Risk Factors".  The following discussion should
be  read together with our financial statements and the notes to those financial
statements  included  elsewhere  in  this  annual  report.

                                       17
<PAGE>

OVERVIEW

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

     We  have  never  operated  profitably.  However,  our  revenues continue to
increase, and we have been successful through various strategies in reducing our
outstanding  debt,  and  as  a  result  management  believes that we may achieve
profitability  in  the  next  fiscal  year.

REVENUES

     Revenues  increased  by  $6,302,080, or 130.4%, to $10,991,250 for the year
ended April 30, 2001, compared to $4,689,170 for the ten (10) months ended April
30, 2000.  The growth in revenues is primarily attributable to the expansion and
growth  of  AMRES primarily through the brokering of loans.  AMRES accounted for
approximately  95.7% and 97.6%, of consolidated revenues in the year ended April
30,  2001  and the ten months ended April 30, 2000, respectively.  AMRES, as did
most  of  the  mortgage industry, benefited greatly from the decline in interest
rates  over  the  last  twelve  months.  Typically,  as interest rates fall, the
refinance  market  heats  up expanding the market of interested borrowers beyond
those  borrowing  for  the  purchase of their primary residence. AMRES benefited
from  this  market  upturn,  as  they  had  the  capacity in terms of people and
infrastructure  to  accommodate  the  additional  business.

     More  significantly,  the growth of the net branch program at AMRES was the
major contributor to the growth in revenue.  AMRES' net branch program comprised
approximately  140  branches  as  of  April  30, 2001, compared to less than ten
branches  as of April 30, 2000.  For the twelve months ended April 30, 2001, the
total  revenue  associated  with  the Net Branches was approximately $6,947,000.
The  Company  did not evaluate the performance of the NetBranches during the ten
months  ended April 30, 2000.  The Net Branch program is expected to continue to
be  a  primary  growth  vehicle for the Company in the future.  In addition, the
mortgage  banking  division  of AMRES is expected to expand over the next six to
nine months, as evidenced by the its growth in revenue to approximately $218,000
for  the  year ending April 30, 2001, compared to no revenues for the ten months
ended  April  30,  2000.

     Revenues  for Expidoc also increased significantly, $187,723 for the period
ended  April  30,  2001 compared to $38,225 for the period ended April 30, 2000.
The increase is primarily attributable to a full year of operating results being
included  in  the  consolidated revenues for the full-year ended April 30, 2001,
whereas  only  approximately two months were included as of April 30, 2000 based
on  the  timing  of  the  acquisition  of  Expidoc  in  March  2000.

                                       18
<PAGE>

     Revenues  from  Titus, approximately $9,000, and Bravorealty.com ("Bravo"),
approximately  $17,000,  were  not  material  for  either period presented.  See
further  discussion  of  Titus  below in section titled Impairment of Goodwill -
Titus.  Bravo  became  operational in January 2001.  For the four months January
through  April  2001, the management of Bravo focused the majority of their time
in  attracting  a  qualified  agent  base  and  refining  the  technological
infrastructure  to  allow  the  company  to process the real estate transactions
completed  by their agents.  During this period, Bravo completed two real estate
transactions,  earning  revenue  of  approximately $17,000.  Management believes
that Bravo will be a significant growth vehicle for the Company over the next 12
months, as evidenced by the steady increase in the number of listings and closed
transactions  generated  by  Bravo  subsequent  to  year  end.

Costs  and  Expenses

     Commissions are paid to loan agents on funded loans.  Commissions increased
by $4,116,153 or 121%, for the year ended April 30, 2001, and to $7,527,903 from
$3,411,750  for  the  year  ended  April  30,  2000.  This increase is primarily
related  to the increased revenues discussed above.  As a percentage of revenue,
the  cost  of revenue decreased by 4.3%, to 68.5% compared to 72.8% for the year
ended April 30, 2001 and the ten months ended April 30, 2000, respectively. This
decrease is attributable to the Company leveraging its increased revenues as the
Company  earns  a  higher  commission  split  (compared  to the loan agent) once
certain  revenue  targets  are  reached.

Salaries  and  Wages

     Salaries and wages totaled $1,370,839 in fiscal 2001 compared to $1,070,357
in  the ten-month period ended April 30, 2000.  The increase is directly related
to  the  expansion  of  AMRES  operations.

Selling,  General  and  Administrative  Expenses

     Selling,  general  and  administrative  expenses totaled $3,491,454 for the
year ended April 30, 2001, compared to $1,989,017 for the ten months ended April
30, 2000.  This increase of $1,502,432 can be attributed to several factors.  In
addition,  the  Company  incurred  costs  at  the  corporate  level  related  to
professional  services for items such as the filing of a registration statement,
auditing  and  certain  legal  services.  The  increase  in selling, general and
administrative  expenses  can  be primarily attributed to the business growth of
the  operating subsidiaries, namely AMRES, as additional personnel, office space
and  other administrative costs are required to handle the expansion.  Effective
in  the  first  quarter  of fiscal 2001, the Company had implemented significant
cost  reductions  to  reduce  its  administrative expenses at corporate offices.

     Goodwill  amortization  relating  to the Company's acquisitions of Expidoc,
Titus,  and  LoanNet  amounted  to  $349,104  for the year ended April 30, 2001,
compared  to  $122,749  for the ten months ended April 30, 2000. The increase is
attributable  to  the  timing  of  the  acquisitions  as all of the acquisitions
occurred  in  the  fourth  quarter  of last year, and as such only partial years
worth  of  amortization of goodwill was recorded for the period ending April 30,
2000.

Consulting  Expenses

     To  date, the Company has not generated positive cash flow from operations,
and  as such has been forced to fund a portion of these costs through the use of
its  common  stock  paid  to outside consultants. During the twelve months ended
April  30,  2001,  general and administrative costs paid in the form of stock to
outside  consultants  totaled  approximately  $1,855,915, representing 2,863,591
shares  of  common stock. For the ten months ended April 30, 2000, costs paid in
the  form  of stock to outside consultants was immaterial. The breakout in terms
of  types  of consulting services performed during the year ended April 30, 2001
is  summarized  in  Note  11  in  the  Financial  Statements.

                                       19
<PAGE>

<TABLE>
<CAPTION>


<S>                                 <C>       <C>         <C>      <C>
                      Twelve Months Ended April 30, 2001

                                                       Costs                Shares
                                                      Incurred              Issued
                                                     ---------             --------
Financial and Accounting Services.                    $300,512              630,500


Mergers and Acquisition
Consulting . . . . . . . . . . . .                     888,996              875,945

BravoRealty Start-up Costs                             286,337              718,500

Information Technology Consulting.                      41,650               71,000

Legal Services . . . . . . . . . .                     338,425              567,646
                                                    ----------            ---------
Total                                               $1,855,920            2,863,591
                                                    ==========            =========
</TABLE>



Impairment  of  Goodwill  -  LoanNet

     On  February 14, 2000 the Company issued 250,000 shares of common stock for
all  the  issued  and  outstanding  stock  of LoanNet Mortgage, Inc., a Kentucky
corporation.  The  Company recorded goodwill in the amount of $2,226,873 as part
of  the  transaction.  LoanNet had a limited and unprofitable operating history,
but  provided  the  Company  with  projections  and representations which showed
positive  operational cash flow within the first year of operations.  During the
first  and second quarters of year ended April 30, 2001, the officers of LoanNet
began  to  express  the  need  for a capital infusion of approximately $300,000.
These  Officers  indicated  that  without this infusion of capital, the business
would  likely  fail.

     The  Company did not have the capital requested by the Officers of LoanNet,
and  was  unable  to  raise  additional  capital  primarily  due  to  the market
conditions  and  the  decline  in  the  Company's stock price.  During the third
quarter,  the  Company  decided  to  close  all  three LoanNet offices and cease
operations.  On  March  30,  2001, the Board of Directors of e-Net, none of whom
were  officers, directors or management of LoanNet, rescinded the acquisition of
LoanNet  due  to  misrepresentations  by  LoanNet's  management,  officers,  and
directors.  E-Net  management  demanded the return of the 250,000 shares issued,
and  attempted  to  deliver the shares of common stock it received in connection
with  the  acquisition  to  the  original  selling shareholder, whom is also the
preferred  stockholder,  the  chief  executive  officer and director of LoanNet.
While  in  operation, LoanNet recorded cumulative net losses and did not provide
any  cash  flow  for  the Company.  The Company wrote off its full investment in
LoanNet  in  the fourth quarter of 2001.  LoanNet's preferred shareholder seized
the  remaining  assets of LoanNet (estimated to be worth less than $15,000), and
assumed  responsibility,  due to his actions of taking assets subject to certain
leases,  of  certain  liabilities,  the  amounts  of  which are unknown to e-Net
management.  Management  of e-Net is not aware of ay claims against e-Net or its
subsidiaries  in  connection  with  LoanNet.

                                       20
<PAGE>

     At that point, the Company deemed it appropriate to write off its remaining
investment  in LoanNet and as such, took a charge for the unamortized portion of
goodwill  amounting  to  $1,985,012.

Impairment  of  Goodwill  -  Titus  Real  Estate

     On  February  11,  2000  the  Company executed a purchase agreement for the
acquisition  of  Titus  Real  Estate  for $1,600,000.  The Company allocated the
purchase  price to goodwill associated with the transaction of $1,600,000 (refer
to  Note  3  to the consolidated financial statements).  Titus is the management
company for Titus R.E.I.T.  At the time of the acquisition of Titus Real Estate,
the  then-chairman  of  the  Company  was  close to finalizing a commitment from
investors  to  raise over $30,000,000 in capital for the R.E.I.T.  No commitment
was  obtained  by  the  Company.

     Unfortunately,  as  the securities markets deteriorated, so did the funding
for  the  Titus  R.E.I.T.  During  the  year  ended  April 30, 2001, the Company
focused  the  majority  of  its efforts on its other subsidiaries, namely AMRES,
Expidoc,  and  Bravorealty.com, and as such, Titus  did  not provide the Company
with  any  significant revenue or cash flow (approximately $9,000 of revenue for
the  year  ended  April  30, 2001).  Through April 30, 2001, management has been
unsuccessful  in  obtaining  capital for the Titus R.E.I.T.   However management
intends  to  actively seek capital for the Titus R.E.I.T. as management believes
there  is  a  significant opportunity to generate cash flows for e-Net; however,
there  are  no  assurance  that such capital will be raised.  Since we have been
unsuccessful in our capital raising and operating efforts, we found it necessary
to  impair  goodwill  by an additional $1,155,057 based on a current liquidation
value  of  the  Titus  R.E.I.T  of  an  estimated  $250,000.

Interest  Expense

     Interest  expense was $203,306 as of April 30, 2001, compared to $27,343 as
of  April  30, 2000.  This increase is associated with the interest on the notes
payable  to  EMB  Corporation  relating the Company's acquisition of AMRES.  The
Company  did not make any principal or interest payments on this note during the
last  eleven  months of the year ending April 30, 2001.  Subsequent to year end,
the  notes due to EMB, as well as certain other obligations owed by the Company,
were satisfied as part of the "Global Settlement" agreed to by all parties.  See
further  discussion  of  the  Global Settlement in Events Subsequent To Year End
beginning  on  page  6, and in Note 14 to the Consolidated Financial Statements.

Net  Losses

     The Company's net losses for the twelve and ten months ended April 30, 2001
and  2000  were ($6,573,527), and ($1,796,899), or ($0.30) and ($0.22) per share
respectively.  During  the most recent twelve-month period, the non-cash expense
component  of the Company's net loss was significant.  For the year ending April
30,  2001, non-cash expense relating to impairment of goodwill and stock paid to
consultants  and  other  non-cash  expenses  amounted to $5,727,544, compared to
$1,145,139  for  the  ten  months  ended  April 30, 2000. The impairment charges
relating  to  goodwill  are  of  a non-recurring nature and as such, the Company
believes  that with its continued growth in revenues and its ability to leverage
its fixed costs against those revenues, it will be able to reduce its net losses
in  the  future.

                                       21
<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

     Net  cash  used  in operating activities was $894,143 for the twelve months
ending  April  30,  2001 and the ten months ending April 30, 2000, respectively.
For  both periods, the Company incurred net losses from operations.  Significant
non-cash expenses impacting the loss from operations for the period ending April
30, 2001 were depreciation and amortization of $393,439, permanent impairment of
goodwill  in  the  amount  of $3,140,069, and stock compensation paid to outside
consultants  and  employees  of  $2,025,825.  Significant  non-cash  expenses
impacting the loss from operations for the ten months ending April 30, 2000 were
depreciation  and  amortization  of $132,440, and stock compensation recorded on
the  conversion  of  preferred  shareholders  in  the  amount  of  $1,000,000.

     Net cash used by investing activities were $14,634 for the year ended April
30,  2001.  Net  cash  provided  by  investing  activities  was  178,188 for the
ten-month  period  ended  April  30,  2000. The primary contributors to the cash
provided  by  investing activities for the period ending April 30, 2000 were the
issuance  of  a  note receivable to a related party in the amount of $39,400 and
the  net  impact of the acquisitions of Titus, Expidoc, and LoanNet amounting to
$147,970.


     Net cash provided by financing activities was $716,080 and $704,326 for the
periods  ending April 30, 2001 and April 30, 2000 respectively. Cash provided by
financing  for  both  periods  relates  primarily  to net proceeds received from
private  placements  of  the  Company's  stock,  reduced by payments made on the
Company's  note  payable to EMB corporation related to the acquisition of AMRES.
The  net  proceeds from private placements were $1,699,973 and $1,775,000, while
the  payments  made  on  related  party notes payable amounted to $1,350,000 and
$1,530,000  for  the  periods  ended  April  30,  2001  and  April  30,  2000,
respectively.  Additionally,  the  Company received $459,326 during the 10-month
period ended April 30,2000 from the issuance of notes to related parties. During
the  year  ended  April  30, 2000, the Company drew down from its line of credit
$340,842.

     On  April  7 and May 2, 2000, we completed two private placements raising a
total  of  $4  million less costs of $525,027.  These funds were used to finance
our current operations and reduce our indebtedness to EMB Corporation ("EMB") to
approximately  $1.1  million  as  of  April  30,  2001.

     As  part of the agreement for the April 7, 2000, private placement, we were
required  to  file  and  cause to be declared effective a registration statement
with  the  Securities and Exchange Commission by November 7, 2000.  On August 4,
2000,  we filed the registration statement and received an initial response from
the  Commission  on  or  about  September  7,  2000.  As  the  private placement
agreement  called  for  the registration to be declared effective by November 7,
2000,  we  incurred  monthly  liquidated damages with the holders of the Class C
Preferred of approximately $40,000 for each full month subsequent to November 7,
2000  in which the registration statement was not declared effective.  The Class
C  Preferred  has  elected  to  begin  converting their holdings to common stock
beginning  in  July  of  2001.

     On  September  15,  2000,  we  received  $125,000  (less  costs and fees of
$20,000) in exchange for a short-term note payable in the amount of $150,000 due
on  January  15,  2001.  The proceeds were used to fund current operations.  The
holder  of  the note payable granted an extension of the due date beyond January
15,  2001.  As  of  August  8, 2001, $39,150 remains due on the note, payable in
nine  equal  monthly  installments  with  no  interest.

                                       22
<PAGE>

     During  fiscal  2001,  the  Company  satisfied  a note payable due a former
related  party in the amount of $300,000 plus interest by issuing 150,000 shares
of  restricted common stock. The stock was valued at $332,666 (the amount of the
principal balance plus accrued interest) and no gain or loss was recorded on the
settlement.

     To  date,  the  Company has not generated income from operations and has an
accumulated  deficit  of $13,301,068. The Company has financed a majority of its
operations through the issuance of its common stock. Subsequent to year end, the
Company executed a "Global Settlement" with its primary creditors (refer to Note
14  in  the  Consolidated Financial Statements). Pursuant to this agreement, the
company  issued 1,500,000 shares of restricted stock to EMB and 3,000,000 shares
of  restricted  stock  to Williams de Broe. These shares were tendered to, among
other  things,  satisfy  the  remaining  obligation  owed  by the Company to EMB
relating  to  the  acquisition  of  AMRES  (approximately $1.3 million including
accrued  interest  as  of  April  30,  2001).  This  obligation  is reflected in
long-term  liabilities  on  the Consolidated Financial Statements for the period
ending  April  30,  2001.

     Also  subsequent to year end, the Company secured "Bridge Financing" in the
amount  of  $200,000  and  executed  an investment agreement with Laguna Pacific
Partners,  LLP.  In  addition,  in  transactions  related to the agreements with
Laguna Pacific Partners, LLP, the Company formed a wholly-owned subsidiary, Anza
Properties,  Inc.,  which  executed  a  Bond Term Sheet with e-Net outlining the
proposed terms of an offering to raise up to $5,000,000. Please refer to Note 14
of  the  Consolidated  Financial  Statements  for  further  discussion.

     Our  consolidated  financial  statements  have  been  prepared assuming the
Company  will  continue  as  a  going concern.  Because the Company has incurred
significant  losses  from  operations  and  has  excess current liabilities over
current  assets  totaling  approximately $375,000, it requires financing to meet
its  cash requirements.  Our auditors included an explanatory paragraph in their
report  raising  substantial  doubt  about  its  ability  to continue as a going
concern.  Subsequent  to  year-end,  the  Company  executed  relief from certain
obligations by settlement of its creditors.  Cash requirements depend on several
factors,  including  but  not  limited  to,  the  pace at which all subsidiaries
continue  to  grow,  become self supporting, and begin to generate positive cash
flow,  as  well as the ability to obtain additional services for common stock or
other  non-cash  consideration.

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

                                       23
<PAGE>

ITEM  7  -  FINANCIAL  STATEMENTS

     Index  to  Consolidated  Financial  Statements

     e-Net  Financial.Com  Corporation

     Report  of  McKennon  Wilson  &  Morgan  LLP              F-1

     Consolidated Balance Sheets as of April 30, 2001          F-2

     Consolidated Statements of Operations for the year
     ended April 30, 2001 and the ten months ended
     April 30, 2000                                            F-3

     Consolidated  Statements  of  Stockholder's  Equity
     for  year  ended April  30,  2001  and  the  ten
     months  ended  April  30,  2001                           F-4

     Consolidated  Statements  of  Cash  Flows  for  the
     year  ended April  30,  2001  and  the  ten  months
     ended  April  30,  2000                                   F-8

     Notes to the Consolidated Financial Statements       F-11 to F-26


ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     There  have  been  no  events  required  to  be  reported  by  this Item 8.

                                       24
<PAGE>
                                    PART III

ITEM  9  -  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Directors  and  Executive  Officers
-----------------------------------

     The  following table sets forth the names and ages of the current directors
and  executive officers of the Company, the principal offices and positions with
the  Company  held  by each person and the date such person became a director or
executive  officer  of  the  Company.  The executive officers of the Company are
elected  annually by the Board of Directors.  The directors serve one year terms
until  their  successors are elected.  The executive officers serve terms of one
year  or  until  their  death, resignation or removal by the Board of Directors.
Unless  described  below,  there  are  no  family relationships among any of the
directors  and  officers.

<TABLE>
<CAPTION>


<S>               <C>             <C>

Name . . . . . .  Age             Position(s)
----------------  ---             --------------------------------------------

Scott A. Presta.   29             Director

Vincent Rinehart   51             Director, Chairman, President, and
                                  Chief Executive Officer,
                                  Principal Accounting Officer

</TABLE>



     Mr.  Presta  has  been  a  director of the Company since April 12, 2000.  A
former  member  of  the National Association of Securities Dealers, Inc., he was
the  licensed  General Securities Principal of Pacific Coast Financial Services,
Inc.,  ("Pacific  Coast"),  a  brokerage  firm  in  Long Beach, California, from
October  of  1993  through  November  of  1995.  Following  his  tenure with the
brokerage  firm,  Mr.  Presta formed a series of companies that were involved in
the real estate and oil and gas industries, one of which, Titus, was acquired by
the  Company.  Mr.  Presta  attended California State University Long Beach from
1989  through  spring  of  1992,  when  he  became  employed  by  Pacific Coast.

     Mr.  Rinehart  has  been  a  director and the President and Chief Executive
Officer  of  the Company since April 12, 2000, and its Chairman since January 1,
2001.  He  also  serves  in  the  following capacities: Chairman of the Board of
AMRES (commencing in 1997); Chief Executive Officer of Firstline Mortgage, Inc.,
a  HUD-approved  originator  of FHA, VA, and Title 1 loans (commencing in 1985);
and Chairman of the Board of Firstline Relocation Services, Inc., a three office
enterprise  that  provides  real  estate  sales,  financing,  destination,  and
departure  services to Fortune 500 companies (commencing in 1995).  Mr. Rinehart
received his B.A. in Business Administration from California State University at
Long  Beach  in  1972.

Compliance  with  Section  16(a)  of  the  Securities  Exchange  Act  of  1934
------------------------------------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of  all  Section  16(a)  forms  they  file.

To the Company's knowledge, none of the required parties are delinquent in their
16(a)  filings.

                                       25
<PAGE>

Board  Meetings  and  Committees
--------------------------------

     During  the fiscal year ended April 30, 2001, the Board of Directors met on
20  occasions  and  took  written  action  on numerous other occasions.  All the
members  of  the  Board  attended  the  meetings.  The  written  actions were by
unanimous  consent.

     The  Company  presently has no executive committee, nominating committee or
audit  committee  of  the  Board  of  Directors.

ITEM  10  -  EXECUTIVE  COMPENSATION

Executive  Officers  and  Directors
-----------------------------------

2000  Stock  Compensation  Program

     The Company has reserved shares of Common Stock for issuance under its 2000
Stock  Compensation  Program  (the  "Plan"),  as  amended.  At  April  30, 2001,
3,803,059 shares of Common Stock had been granted and issued under the Plan. Our
Plan  was  adopted  by  our  board  of  directors  in  December 1999 and will be
presented  to  the  stockholders  for  approval  at  the  next annual meeting of
stockholders.  A total of 5,000,000 shares of common stock has been reserved for
issuance  under  the  Plan,  as amended to date. The maximum number of shares of
common  stock  which may be awarded under the Plan during any fiscal year to any
participant  is  600,000  shares.


     The  Plan  is administered by the board of directors. The administrator has
the  power  to  determine  the individuals to whom options, restricted shares or
rights  to  purchase shares shall be granted, the number of shares or securities
subject  to  each  option,  restricted share, purchase right or other award, the
duration,  times  and exercisability of each award granted, and the price of any
share  purchase  or  exercise  price  of  any  option.

     Options  granted  under  the  Plan  are  generally  not transferable by the
optionee except by will or the laws of descent and distribution, and each option
is  exercisable,  during  the  lifetime  of  the optionee, only by the optionee.
Options  generally  must  be  exercised  within 30 days following the end of the
optionee's status as an employee or consultant unless extended to 90 days in the
discretion  of  the  administrator.  Options may be exercised for up to 6 months
upon  death or disability. However, in no event may an option be exercised later
than  the earlier of the expiration of the term of the option or five years from
the  date  of  the  Plan.

     The  Plan  may  be  amended,  altered,  suspended  or  terminated  by  the
administrator  at  any  time,  but  no such amendment, alteration, suspension or
termination  may  adversely  affect  the  terms of any option, restricted share,
purchase  right  or  other  award  previously granted without the consent of the
affected  participant.  Unless  terminated  sooner,  the  Plan  will  terminate
automatically  in  December  of  2004.

Board  Compensation

     Directors of the Company receive no compensation as a Director but they are
entitled  to  reimbursement  for their travel expenses. The Company does not pay
additional  amounts  for  committee  participation or special assignments of the
Board  of  Directors.

                                       26
<PAGE>

Summary  Compensation  Table
----------------------------

     The  Summary  Compensation Table shows certain compensation information for
services  rendered  in  all capacities for the fiscal years ended April 30, 2001
and  2000.  Other  than  as  set forth herein, no executive officer's salary and
bonus  exceeded  $100,000  in  any  of  the  applicable  years.  The  following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.




<TABLE>
<CAPTION>

                                                          SUMMARY COMPENSATION TABLE

                                      Annual Compensation                            Long Term Compensation
                            ------------------------------------------    ------------------------------------------

                                                                                      Awards             Payouts
                                                                          -------------------------   --------------
                                                                          RESTRICTED    SECURITIES
 NAME AND                                              OTHER ANNUAL         STOCK       UNDERLYING    LTIP    ALL OTHER
 PRINCIPAL POSITION                  SALARY   BONUS    COMPENSATION        AWARDS       OPTIONS     PAYOUTS  COMPENSATION
                          YEAR        ($)     ($)         ($)               ($)          SARS(#)     ($)       ($)

<S>                       <C>         <C>     <C>         <C>               <C>           <C>        <C>       <C>
Vincent Rinehart,         2001    180,697.18  -0-      17,364.36            -0-           -0-        -0-       -0-
President (1)
                          2000

Scott Presta (2). . . . . 2001        -0-     -0-         -0-               -0-           -0-        -0-       -0-

                          2000     35,000     -0-         -0-               -0-           -0-        -0-       -0-


</TABLE>


(1)     In April of 2000, Mr. Rinehart was appointed Chief Executive Officer and
President  of  the  Company.

(2)     Mr.  Presta  did  not receive compensation from the Company in any years
represented.  However,  he  did  receive  wages  totaling  $35,000  in  2000 for
services  performed  at  American  Residential  Funding.


<TABLE>
<CAPTION>

                                         OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                                   (INDIVIDUAL GRANTS)


                       NUMBER OF SECURITIES      ERCENT OF TOTAL
                          UNDERLYING          OPTIONS/SAR'S GRANTED
                     OPTIONS/SAR'S GRANTED      TO EMPLOYEES IN       EXERCISE OF BASE PRICE
  NAME                  FISCAL YEAR (#)             ($/SH)                  ($/SH)               EXPIRATION DATE

----------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>                     <C>                     <C>
Vincent Rinehart             -0-                      N/A                     N/A                     N/A

Scott Presta                 -0-                      N/A                     N/A                     N/A

</TABLE>


                                       27
<PAGE>

<TABLE>
<CAPTION>

                                   AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                               AND FY-END OPTION/SAR VALUES
                                               ----------------------------

                                                                  NUMBER OF UNEXERCISED      VALUE OF UNEXERCISED IN-THE-
                                                                  SECURITIES UNDERLYING           MONEY OPTION/SARS
                  SHARES ACQUIRED ON                             OPTIONS/SARS AT FY-END (#)         AT FY-END ($)
NAME                EXERCISE (#)          VALUE REALIZED ($)     EXERCISABLE/UNEXERCISABLE    EXERCISABLE/UNEXERCISABLE
------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                        <C>                          <C>
Vincent Rinehart         -0-                    N/A                        N/A                          N/A

Scott Presta             -0-                    N/A                        N/A                          N/A

</TABLE>


ITEM  11  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The  following  table sets forth, as of August 3, 2001, certain information
with  respect to the Company's equity securities owned of record or beneficially
by  (i)  each  Officer  and  Director  of the Company; (ii) each person who owns
beneficially  more  than  5%  of  each class of the Company's outstanding equity
securities;  and  (iii)  all  Directors  and  Executive  Officers  as  a  group.

<TABLE>
<CAPTION>


<S>             <C>                                     <C>                   <C>



                                        Common Stock
                                       --------------


<S>             <C>                                     <C>                   <C>
                Name and Address of                     Amount and Nature of  Percent
                                                                              ------------
Title of Class  Beneficial Owner (1)                    Beneficial Ownership  of Class (2)
--------------  --------------------------------------  --------------------  ------------

Common
Stock. . . . .  Vincent Rinehart                                   1,067,500          2.7%

Common
Stock. . . . .  Scott A. Presta                                      115,000          0.3%

Common . . . .  American Residential Funding,
Stock. . . . .  Inc. (AMRES) (3)                                   2,750,000          7.1%

                EMB Corporation (4)
                10159 E. 11th Street, Suite 415
Common . . . .  Tulsa, Oklahoma 74128
Stock                                                              9,000,000         23.3%
                Willbro Nominees Ltd. (5)
Common . . . .  6 Broadgate
Stock. . . . .  London, EC2M-2RP England                           3,000,000          7.8%

Common . . . .  All officers and directors as a group
Stock. . . . .  (2 persons)                                        1,182,500          3.0%
</TABLE>



(1)     Unless  otherwise  noted,  the  address  of each beneficial owner is c/o
e-Net  Financial.com  Corporation,  3200  Bristol Street, Suite 700, Costa Mesa,
California  92626.

(2)     Based  on  38,626,543  shares  outstanding  as  of  August  3,  2001.

                                       28
<PAGE>

(3)     In May 2001, the  Company  issued  2,500,000  shares  of common stock to
its  subsidiary,  American  Residential Funding, Inc., in order to appropriately
capitalize AMRES.  In April of 2000, the Company issued 250,000 shares of common
stock  to  AMRES.

(4)     To  the  best  knowledge  of  the  Company,  these  shares are under the
control  of  the board of directors of EMB.  Includes 1,500,000 shares issued to
EMB  as  part  of the Global Settlement (see Item 1 - Global Settlement, above).
Vincent  Rinehart  is  a  shareholder  of EMB.  Vincent Rinehart holds a limited
proxy  for  all  of  these  shares  until  December  31,  2001.

(5)     These  shares  were  issued  as  part of the Global Settlement involving
Williams  de  Broe  (see  Item  1  -  Global  Settlement,  above).

<TABLE>
<CAPTION>


<S>              <C>                                     <C>                    <C>


                                  Preferred Stock
                                  ---------------
                 Name and Address of                     Amount and Nature of   Percent
                 --------------------------------------  ---------------------
Title of Class.  Beneficial Owner                        Beneficial Ownership   of Class
---------------  --------------------------------------  ---------------------  ---------

                 Cranshire Capital, L.P.
                 c/o Downsview Capital, Inc.
Series C. . . .  666 Dundee Road, Suite 1901
Preferred . . .  Northbrook, Illinois 60062                          6,531 (1)      36.3%

                 EURAM Cap Strat. "A" Fund Limited
                 c/o JMJ Capital, Inc.
Series C. . . .  666 Dundee Road, Suite 1901
Preferred . . .  Northbrook, Illinois 60062                          4,431 (1)      24.6%

                 Keyway Investments, Ltd
                 19 Mount Havlock
Series C. . . .  Douglas, Isle of Man
Preferred . . .  United Kingdom 1M1 2QG;                             4,531 (1)      25.2%

                 The dotCom Fund, LLC
Series C. . . .  666 Dundee Road, Suite 1901
Preferred . . .  Northbrook, Illinois 60062                          2,491 (1)      13.9%

Series C. . . .  All officers and directors as a group
Preferred . . .  (2 persons)                                              -0-        -0-%
</TABLE>



(1)     In  April 2000, the Company issued 20,000 shares of Series C Convertible
Preferred  Stock, (the "C Preferred") for $1,775,000, net of fees of $225,000 in
a  private  placement.  As additional consideration, the Company issued warrants
to  purchase 151,351 shares of the Company's common stock at an initial exercise
price of $6.73 per share.  The C Preferred has a liquidation value of $2,000,000
and  the holder is entitled to receive cumulative dividends at an annual rate of
$7.00  per  share  (7%  per  annum),  payable semi-annually.  The C Preferred is
convertible,  at  any  time  at  the  option  of  the holder, into shares of the
Company's  common stock at a price equal to the lesser of (a) $6.91 per share or
(b)  95%  of  the average closing bid price of the Company's common stock during
the  five  trading  days  preceding  the conversion after 150 days to 85% of the
average  closing  bid  price  of  the  common stock during the five trading days
immediately  preceding  such  conversion  after  240  days.  The  longer  the  C
Preferred  is held the greater discount on conversion into common stock.  In the
event  the  holders  of  C  Preferred have not elected to convert at the time of
mandatory  conversion, the C Preferred will convert at an amount equal to 85% of
the  purchase  price of the holder's C Preferred plus an amount equal to accrued
and unpaid dividends, if any, up to and including the date fixed for redemption,
whether  or not earned or declared.  As of July 13, 2001, 2,016 shares of Series
C  Preferred  have  been  converted into 4,666,663 shares of e-Net common stock,
leaving  17,984  shares  outstanding.

                                       29
<PAGE>

ITEM  12  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Certain  Relationships  and  Related  Transactions
--------------------------------------------------

     Effective March 1, 1999, the Company acquired e-Net Mortgage Corporation, a
Nevada  corporation  ("e-Net Mortgage"), and City Pacific International, U.S.A.,
Inc.,  a  Nevada  corporation  ("City Pacific").  Pursuant to the Share Exchange
Agreement  and  Plan  of  Reorganization  dated  March  1, 1999, regarding e-Net
Mortgage,  its  shareholders  received  2,000,000  shares of Common Stock of the
Company  in  exchange  for  all  of  the  issued  and outstanding stock of e-Net
Mortgage,  which  became  a wholly owned subsidiary of the Company.  Pursuant to
the  Share  Exchange  Agreement and Plan of Reorganization, dated March 1, 1999,
regarding City Pacific, its shareholders received 500,000 shares of Common Stock
of  the  Company in exchange for all of the issued and outstanding stock of City
Pacific, which became a wholly owned subsidiary of the Company.  Effective as of
that  date, Michael Roth, who had owned 100% of e-Net Mortgage, became Chairman,
CEO,  President,  a  director,  and  the owner of 44% of the common stock of the
Company.  Also  effective as of that date, Al Marchi, who had owned 100% of City
Pacific,  became a director and the owner of 11% of the outstanding common stock
of  the  Company.  Following this transaction, the Company entered into a series
of  acquisitions as part of its strategy of horizontal market penetration and in
an  effort  to  increase  revenues.

     On November 29, 1999, the Company issued Paul Stevens 250,000 shares of its
Common  Stock  in  exchange  for Mr. Stevens' transfer to the Company of 500,000
shares  of  Common  Stock of EMB Corporation ("EMB") that he owned (the "Stevens
EMB  Shares").  On  December 21, 1999, and in connection with that exchange, the
Company  entered  into agreements with Digital Integrated Systems, Inc. ("DIS"),
and  EMB  to  acquire  their  respective 50% interests in VPN.COM JV Partners, a
Nevada  joint  venture  ("VPN  Partners")  involved  in  vertically  integrated
communications  systems.  In consideration of the purchase of the interests, the
Company  issued a one-year promissory note to DIS in the amount of $145,000 (the
"DIS  Note")  and  tendered  to  EMB the Stevens EMB Shares. At the time of such
transactions,  Mr. Stevens was the sole owner of DIS and the President and Chief
Executive  Officer  of  VPN  Partners.  Upon  closing  of  the acquisitions, VPN
Partners  was  integrated  with  VPNCOM.Net,  Inc.  (previously  known  as  City
Pacific), the other communications entity then owned by the Company. At the time
of  the  transaction,  our management believed that VPN Partners and Mr. Stevens
would  contribute  materially  to  the  planned  expansion  of  the  Company.

     On January 12, 2000, as revised on April 12, 2000, the Company entered into
an agreement (the "Amended and Restated Purchase Agreement") with EMB to acquire
two of its wholly owned subsidiaries, namely American Residential Funding, Inc.,
a  Nevada  corporation  ("AMRES"),  and  Bravo  Real  Estate, Inc., a California
corporation ("Bravo Real Estate"). At the time of the acquisition, AMRES was the
principle  operating  company of EMB, and EMB had previously acquired AMRES from
AMRES  Holding  LLC  ("AMRES Holding"), a company controlled by Vincent Rinehart
(now an officer and director of the Company) and in which Mr. Rinehart currently
holds  his  e-Net common stock, in exchange for EMB common stock. The purpose of
the  acquisition  was  to  acquire  market  share,  revenues,  and  certain  key
management  personnel.  The Company also acquired all of EMB's rights to acquire
Titus  Real  Estate  LLC,  a  California  limited liability company ("Titus Real
Estate") from its record owners. Titus Real Estate is the management company for
Titus Capital Corp., Inc., a California real estate investment trust (the "Titus
REIT"),  in  which  the  Company has no ownership interest. Titus REIT currently
holds  10  apartment  buildings  in  Long Beach, California, six of which are in
escrow  to  be  sold.

                                       30
<PAGE>

     On February 11, 2000, the Company executed a purchase agreement (the "Titus
Purchase Agreement") for the acquisition of Titus Real Estate and issued 100,000
shares  of  its Class B Convertible Preferred Stock (the "B Preferred") to AMRES
Holding/Rinehart,  and 300,000 shares of its Common Stock to Scott A. Presta, in
their capacities as the owner-members of Titus Real Estate. Mr. Rinehart and Mr.
Presta  were not, at the time, otherwise affiliated with the Company in any way,
but  both became members of Management in April 2000 (see Item 9). Upon closing,
Titus  Real  Estate  became a wholly owned subsidiary of the Company. Management
had hoped that the acquisition of Titus Real Estate would increase the Company's
overall  revenue stream. The Company took a charge for impairment of goodwill in
the  amount  of  $1,155,057  in  the  fourth  quarter  2000  with respect to its
investment  in  Titus  Real  Estate.

     On  February  14,  2000,  in  our continuing efforts to expand, the Company
acquired  all  of  the  common  stock  of  LoanNet  Mortgage,  Inc.,  a Kentucky
corporation ("LoanNet"), a mortgage broker with offices in Kentucky and Indiana.
Pursuant  to  the  Stock Purchase Agreement dated February 14, 2000, the Company
issued  250,000  shares  of  its  Common  Stock  to  the selling shareholders of
LoanNet,  which  became  a  wholly-owned  subsidiary  of  the Company. As of the
closing  of  the  transaction,  LoanNet  also  had  400 shares outstanding of 8%
non-cumulative,  non-convertible preferred stock, the ownership of which has not
changed.  The  preferred  stock  is  redeemable for $100,000. As of February 28,
2001,  all three LoanNet offices have been closed. The Company took a charge for
impairment  of  goodwill  in the amount of $1,985,012 in the fourth quarter 2000
with  respect  to  its  investment  in  LoanNet.

     On March 1, 2000, the Company sold VPNCOM.Net, Inc., which had proven to be
unprofitable and inconsistent with the Company's changing business structure, to
Al  Marchi,  its then-President. The sales consideration consisted of his 30-day
promissory  note  in the principal amount of $250,000 (paid in full on April 15,
2000),  the  assumption  of  the  DIS  Note, and the return of 250,000 shares of
Company  Common  Stock  owned  by  him.

     On  March  17,  2000,  the  Company  acquired  all  of  the common stock of
ExpiDoc.com,  Inc.,  a  California  corporation  ("ExpiDoc").  ExpiDoc  is  an
Internet-based,  nationwide notary service, with over 6,500 affiliated notaries,
that provides document signing services for various mortgage companies. Pursuant
to  the  Stock  Purchase  Agreement  dated February 14, 2000, the Company issued
24,000  shares  of  Common  Stock  of the Company to the selling shareholders of
ExpiDoc,  which  became  a  wholly  owned  subsidiary  of the Company. As of the
closing  of  the acquisition, the Company entered into management and consulting
agreements  with ExpiDoc's owners and management, including Mr. Rinehart and Mr.
Presta.  Mr. Rinehart and Mr. Presta were not, at the time, otherwise affiliated
with the Company in any way, but both became members of Management in April 2000
(see  Item  9).


     On  April  12,  2000, the Company closed the acquisition of AMRES and Bravo
Real  Estate.  Pursuant  to  the  Amended  and  Restated Purchase Agreement, the
Company  issued  7.5  million shares of Common Stock to EMB, representing nearly
40%  of  the  then  issued  and  outstanding  common  stock of the Company, paid
$1,595,000,  and  issued  a promissory note in the initial amount of $2,405,000,
and AMRES and Bravo Real Estate became wholly owned subsidiaries of the Company.
As of April 30, 2001, the remaining principal balance of the promissory note was
$1,055,000,  and the note was cancelled in its entirety effective June 27, 2001,
(see  discussion  of  Global  Settlement  below).  On  April  12, 2000, James E.
Shipley,  the  former CEO of EMB, was elected Chairman of the Board of Directors
of the Company and Vincent Rinehart was elected a Director, President, and Chief
Executive  Officer of the Company. Bravo Real Estate never commenced operations,
had  no  assets,  and  is  no  longer  an  operating  subsidiary.

                                       31
<PAGE>

     Mr.  Shipley was the CEO, President, and a less than 5% owner of EMB at the
time  of the sale of AMRES and Bravo from EMB to e-Net.  Mr. Shipley resigned as
Chairman  of  EMB and became Chairman of e-Net in April 2000 (replacing Mr. Roth
as Chairman), and resigned as an officer of e-Net on December 31, 2000, when Mr.
Rinehart  became  Chairman.

     Mr.  Rinehart was never an officer or director of EMB, but was the owner of
2,000,000 shares of EMB common stock, making him an approximate 10% owner of EMB
at the time of the sales in April 2000, and continues as an officer and director
of the Company (e-Net) and as an officer of all wholly-owned subsidiaries of the
Company.

     On  April  12,  2000,  in  accordance  the provisions of the Certificate of
Designations,  Preferences  and  Rights  of Class B Convertible Preferred Stock,
AMRES  Holding/Rinehart  demanded  that  its  B  Preferred be repurchased by the
Company for an aggregate of one million dollars. On April 20, 2000, the Company,
AMRES  Holding/Rinehart,  and Mr. Presta amended the Titus Purchase Agreement to
provide for the return of 100,000 shares of the Company's preferred stock issued
to AMRES Holdings and Mr. Presta upon the issuance of 1,000,000 shares of common
stock  to  them.

     On  May 24, 2000, Michael Roth and Jean Oliver, the sole remaining officers
and  directors  of prior management, resigned their remaining positions with the
Company.  On  that  date, Mr. Presta, an executive officer and director of Titus
Real  Estate,  was  elected  a  Director  and  Secretary  of  the  Company.

     On  April  13,  2000, Mr. Shipley loaned the Company $300,000 due April 12,
2001,  together  with  interest at 10% per annum. This loan was satisfied by the
issuance  of 150,000 shares of common stock to Mr. Shipley on or about April 25,
2001. Based on a press release by EMB, effective July 25, 2001, James E. Shipley
again  became  the  Chief  Executive  Officer  of  EMB.

                                       32
<PAGE>


ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (A)     EXHIBITS

     EXHIBIT  NO.          DESCRIPTION
     ------------          -----------

2.1     Share  Exchange Agreement and Plan of Reorganization dated March 1, 1999
between  the Company and E-Net Mortgage Corporation is incorporated by reference
to  Exhibit  2.3  to  the Annual Report on Form 10-KSB of the Registrant for the
fiscal  year ended April 30, 1999, filed on August 13, 1999 (the "1999 10-KSB").

2.2     Share  Exchange Agreement and Plan of Reorganization dated March 1, 1999
between  the  Company  and  City  Pacific  International,  U.S.A.,  Inc.,  is
incorporated  by  reference  to  Exhibit  2.4  to  the  1999  10-KSB.

3.1     Certificate  and  Articles  of  Incorporation,  as filed with the Nevada
Secretary  of  State  on  August  18,  1988  is incorporated by reference to the
Exhibits  to the Registration Statement on Form 10-SB of the Registrant filed on
September  1,  1994.

3.2     Certificate of Amendment to Articles of Incorporation, as filed with the
Nevada  Secretary  of  State  on  July 29, 1997, is incorporated by reference to
Exhibit 3.3 to the Annual Report on Form 10-KSB of the Registrant for the fiscal
year  ended  April  30,  1997,  filed  on  January  4,  1999.

3.3     Certificate of Amendment to Articles of Incorporation, as filed with the
Nevada  Secretary of State on February 19, 1999, is incorporated by reference to
Exhibit  3.4  to  the  1999  10-KSB.

3.4     Certificate of Amendment to Articles of Incorporation, as filed with the
Nevada  Secretary  of  State  on  May  12, 1999, is incorporated by reference to
Exhibit  3.5  to  the  1999  10-KSB.

3.5     Certificate of Amendment to Articles of Incorporation, as filed with the
Nevada  Secretary of State on January 18, 2000, are incorporated by reference to
Exhibit 3.1 to the Current Report on Form 8-K of the Registrant filed on January
27,  2000  (the  "January  8-K").

3.6     Certificate of Amendment to Articles of Incorporation, as filed with the
Nevada  Secretary  of State on February 2, 2000, is incorporated by reference to
Exhibit 3.6 to the Annual Report on Form 10-KSB of the Registrant for the fiscal
year  ended  April  30,  2000,  filed  on  August  1,  2000 (the "2000 10-KSB").

                                       33
<PAGE>

3.7     Certificate of Amendment to Articles of Incorporation, as filed with the
Nevada  Secretary  of  State  on  March 3, 2000, is incorporated by reference to
Exhibit  3.7  of  the  2000  10-KSB.

3.8     Amended  and  Restated  By-laws  of  the  Registrant  is incorporated by
reference  to  Exhibit  3.8  of  the  2000  10-KSB.

4.1     Certificate  of  Designations,  Preferences  and  Rights  of  Class  A
Convertible  Preferred  Stock,  as  filed  with the Nevada Secretary of State on
April  7,  2000, is incorporated by reference to Exhibit 4.1 of the 2000 10-KSB.

4.2     Certificate  of  Designations,  Preferences  and  Rights  of  Class  B
Convertible  Preferred  Stock,  as  filed  with the Nevada Secretary of State on
April  7,  2000, is incorporated by reference to Exhibit 4.2 of the 2000 10-KSB.

4.3     Certificate  of  Designations,  Preferences  and  Rights  of  Series  C
Convertible  Preferred  Stock,  as  filed  with the Nevada Secretary of State on
April  7,  2000, is incorporated by reference to Exhibit 3.7 of the 2000 10-KSB.

10.1*     Settlement  Agreement  dated  June  26,  2001  by  and  between  EMB
Corporation,  e-Net  Financial.com  Corporation,  AMRES  Holding  LLC,  Vincent
Rinehart,  and  Williams  de  Broe.

10.2*     Limited  Irrevocable  Proxy  dated  June  27,  2001.

10.3*     Promissory  Note  dated  June  27,  2001 executed by e-Net in favor of
AMRES  Holding  LLC.

10.4*     Promissory  Note  dated  June  27, 2001 executed by EMB Corporation in
favor  of  Williams  de  Broe.

10.5*     Promissory  Note dated June 27, 2001 executed by e-Net in favor of EMB
Corporation  (later  terminated).

10.6*     Promissory  Note dated June 27, 2001 executed by e-Net in favor of EMB
Corporation.

10.7*     Redeemable  Convertible  10%  Promissory  Note  dated  June  28,  2001
executed  by  e-Net  in  favor  of  EMB  Corporation.

10.8*     Registration Rights Agreement dated June 27, 2001 executed by e-Net in
favor  of  Williams  de  Broe.

10.9*     Investment  Agreement  dated  June  27,  2001 by and between e-Net and
Laguna  Pacific  Partners,  LLP

10.10*     Secured  Promissory  Note  dated  June  27, 2001 executed by e-Net in
favor  of  Laguna  Pacific  Partners,  LLP

                                       34
<PAGE>

10.11*     Warrant Agreement dated June 27, 2001 by and between e-Net and Laguna
Pacific  Partners,  LLP

10.12*     Form  of  Warrant

10.13*     Operating Agreement dated June 27, 2001 by and between e-Net and Anza
Properties,  Inc.

10.14*     ENET  Bond  Term  Sheet  by  and  between  e-Net  and  Laguna Pacific
Partners,  LLP

10.15*     Employment  Agreement  dated  June  27,  2001  by  and  between  Anza
Properties,  Inc.  and  Thomas  Ehrlich

10.16*     Stock  Option  Agreement dated June 27, 2001 by and between e-Net and
Thomas  Ehrlich

10.17*     Consulting  Agreement  dated  June  27,  2001  by  and  between  Anza
Properties,  Inc.  and  Lawrence  W.  Horwitz

10.18*     Stock  Option  Agreement dated June 27, 2001 by and between e-Net and
Lawrence  W.  Horwitz

10.19*     Employment  Agreement  dated effective July 1, 2001 by and  between
e-Net  and  Vincent  Rinehart.

*     Incorporated  by  reference  to  the  Company's Form 10-KSB filed with the
Commission  on  August  16,  2001.

     (B)     REPORTS  ON  FORM  8-K

     On  March  15,  2001, the Company filed a Form 8-K/A, amending item 7(b) of
its  Current  Report on Form 8-K filed with the Commission on April 19, 2000, to
file  unaudited  pro  forma condensed consolidated financial information for the
Company  reflecting  the  acquisition  of  American Residential Funding, Inc. on
April  12,  2000.


                                       35
<PAGE>

                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



Dated:  April 18,  2002                        Anza  Capital,  Inc.

                                               /s/  Vincent  Rinehart
                                               ______________________________
                                               By:   Vincent  Rinehart
                                               Its:  President  and  Chief
                                                     Executive Officer


     In  accordance  with the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  dates  indicated.



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



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

                                       36
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



Report  of  Independent  Auditors                                            F-1

Consolidated  Balance  Sheet  as
of  April  30,  2001                                                         F-2

Consolidated  Statements  of Operations
for the Ten Months Ended April 30, 2000,
and  the  Year  Ended  April  30,  2001                                      F-3

Consolidated  Statements  of  Stockholders'
Equity  (Deficit)  for the Ten Months  Ended
April  30,  2000,  and  the  Year  Ended  April  30, 2001                    F-8

Consolidated  Statements of Cash Flows
for the Ten Months Ended April 30, 2000,
and  the  Year  Ended  April  30,  2001                               F-8 - F-11

Notes to the Consolidated Financial Statements                       F-12 - F-28







                                      F-1
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS



Board  of  Directors
e-Net  Financial.Com  Corporation

We  have  audited  the  accompanying  consolidated  balance  sheet  of  e-Net
Financial.Com  Corporation  ("e-Net")  and  subsidiaries  (collectively,  the
"Company")  as  of  April  30,  2001,  and the related statements of operations,
stockholders' equity (deficit) and cash flows for the ten months ended April 30,
2000,  and  for  the  year  ended  April 30, 2001.  These consolidated financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audits 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 audits provide a reasonable basis
for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the financial position of e-Net Financial.Com
Corporation  and  subsidiaries  as  of  April 30, 2001, and the results of their
operations and their cash flows for the ten months ended April 30, 2000, and for
the  year  ended  April  30,  2001,  in  conformity  with  accounting principles
generally  accepted  in  the  United  States.

As  discussed  in  Note  2,  the  Company  restated  its  consolidated financial
statements  for the years ended December 31, 2000 and 2001 for the correction of
an  error.  The  impact  of  the  error had no effect on the Company's financial
position,  results  of  operations  or  cash  flows.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the Company has incurred operating losses,
has a working capital deficit and shareholders' deficit at April 30, 2001. These
conditions  raise  substantial  doubt  about  its ability to continue as a going
concern.  Management's  plans regarding those matters are also described in Note
2.  The  consolidated  financial  statements do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.




                                   /s/  McKennon,  Wilson  &  Morgan  LLP
                                   --------------------------------------
Irvine,  California
August  8,  2001


                                      F-2
<PAGE>

<TABLE>
<CAPTION>
                         e-NET  FINANCIAL.COM  CORPORATION
                              Consolidated Balance Sheet


<S>                                                                   <C>
                                                                      April 30, 2001
                                                                      ----------------
ASSETS
Current assets:
 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .  $        92,886
 Accounts receivable, net of allowance for doubtful
   accounts of $74,123. . . . . .  . . . . . . . . . . . . . . . . .          480,723
 Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . .          357,350
 Advances to employees . . . . . . . . . . . . . . . . . . . . . . .           65,250
 Prepaid and other current assets. . . . . . . . . . . . . . . . . .           84,604
                                                                      ----------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . .        1,080,813

 Property and equipment, net of accumulated depreciation of $78,385.           89,985
 Goodwill, net of accumulated amortization
          and impairments of $1,385,049. . . . . . . . . . . . . . .          425,247
 Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .           11,307
                                                                      ----------------
                                                                      $     1,607,352
                                                                      ================
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
 Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . .  $       494,280
 Line of credit. . . . . . . . . . . . . . . . . . . . . . . . . . .          340,842
 Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . .          224,628
 Commissions payable . . . . . . . . . . . . . . . . . . . . . . . .          260,313
 Other current liabilities . . . . . . . . . . . . . . . . . . . . .          135,707
                                                                      ----------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . .        1,455,770

Note payable to related party. . . . . . . . . . . . . . . . . . . .        1,055,000
Interest payable on notes to related party . . . . . . . . . . . . .          129,876
Long-term note payable . . . . . . . . . . . . . . . . . . . . . . .          150,000
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . .            1,088
                                                                      ----------------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . .        2,791,734
                                                                      ----------------

Commitments and contingencies (Note 10). . . . . . . . . . . . . . .                -

Stockholders' deficit:
 Class C convertible preferred stock, no par value;
   liquidation value of $2.00 per share;
20,000 shares issued and outstanding . . . . . . . . . . . . . . . .        2,000,000
 Common stock, $0.001 par value; 100,000,000 shares
   authorized; 23,634,884 issued and outstanding. . . . . . . . . . . .        23,635
 Additional paid-in capital. . . . . . . . . . . . . . . . . . . . .       10,119,184
 Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . .      (13,301,068)
 Deferred compensation . . . . . . . . . . . . . . . . . . . . . . .          (26,133)
                                                                      ----------------
Total stockholders' deficit. . . . . . . . . . . . . . . . . . . . .       (1,184,382)
                                                                      ----------------
                                                                         $  1,607,352
                                                                          ===========


</TABLE>


        See accompanying notes to these consolidated financial statements


                                      F-3
<PAGE>

<TABLE>
<CAPTION>
                             e-NET  FINANCIAL.COM  CORPORATION
                          Consolidated Statements of Operations


                                                         Ten             Year
                                                     Months Ended        Ended
                                                   April 30, 2000    April 30, 2001
                                                 ----------------   ----------------

<S>                                                        <C>            <C>
Revenues:
 Broker commissions. . . . . . . . . . . . . . . .       4,647,848     10,558,885
 Other . . . . . . . . . . . . . . . . . . . . . .          41,322        432,365
                                                      -------------  -------------
                                                         4,689,170     10,991,250
                                                      -------------  -------------

Cost of revenues-
 Commissions . . . . . . . . . . . . . . . . . . . .     3,411,750      7,527,903
                                                      -------------  -------------

Gross profit. . . . . . . . . . . . . . . . . . . .      1,277,420      3,463,347
                                                      -------------  -------------

Sales and marketing
General and administrative.. . . . . . . . . . .         1,989,017      5,434,369
Salaries and Wages                                       1,070,357      1,370,839
Loss on rescission of LoanNet acquisition. . . . . .             -      1,838,012
Goodwill impairment of Titus . . . . . . . . . . . .             -      1,155,057
                                                      -------------  -------------

   Total costs and expenses. . . . . . . . . . . . .     3,059,374      9,858,277
                                                      -------------  -------------

   Operating loss. . . . . . . . . . . . . . . . . .    (1,781,954)    (6,394,930)

Interest expense                                           (27,343)      (203,306)
Other income (expense), net. . . . . . . . . . . . .        12,398         24,709
                                                      -------------  -------------

   Net loss. . . . . . . . . . . . . . . . . . . . .  $ (1,796,899)  $ (6,573,527)
                                                      =============  =============


Basic and diluted net loss per share of common stock  $      (0.22)  $      (0.31)
                                                      =============  =============

Weighted average common shares outstanding . . . . .     8,129,791     21,511,987
                                                      =============  =============
</TABLE>
        See accompanying notes to these consolidated financial statements

                                      F-4
<PAGE>

<TABLE>
<CAPTION>
                                                  e-NET  FINANCIAL.COM  CORPORATION
                                     Consolidated Statements of Stockholders' Equity (Deficit)

                            For the Ten Months Ended April 30, 2000, and the year ended April 30, 2001




                                                Class  B                              Class  C
                                    Mandatory  Redeemable  Preferred          Convertible  Preferred               Common  Stock
                                     Shares                   Amount          Shares           Amount          Shares      Amount
                                  ----------------------------------         -------------------------        --------------------

<S>                                    <C>                   <C>              <C>               <C>            <C>           <C>

Balances, June 30, 1999                 -                $    -                -              $   -          7,500,000      7,500

Shares and values assigned to
 acquired companies on
 April 12, 2000:
  Acquisition of Titus               100,000              1,000,000            -                  -              300,000      300

  Acquisition of LoanNet                -                     -                -                  -              250,000      250

  Acquisition of Expidoc                -                     -                -                  -               24,000       24

  Acquisition of e-Net
   shell company                        -                     -                -                  -           10,729,937   10,730

  Dividend deemed distributed
   at April 12, 2000, for AMRES         -                     -                -                  -                -         -

Issuance of Class C Convertible
 Preferred, net of costs of $225,000    -                     -             20,000            1,775,000            -         -


Value of warrant issued in
 connection with Class C
 Convertible Preferred                  -                     -                -               (281,362)           -         -

Value of beneficial conversion
 feature of Class C
 Convertible Preferred                  -                     -                -               (352,941)           -         -

Conversion of Class B
 Mandatory Redeemable Preferred     (100,000)            (1,000,000)           -                  -           1,000,000     1,000

Contributed capital from EMB            -                    -                 -                  -               -          -

Net loss for the ten months ended
 April 30, 2000                         -                    -                 -                  -               -          -
                                   ----------           ------------      ---------            ----------    ---------- ----------
Balances, April 30, 2000 . . . .        -                $    -              20,000            $1,140,697    19,803,937   $19,804



</TABLE>

               See accompanying notes to these consolidated financial statements

                                      F-5
<PAGE>


<TABLE>
<CAPTION>
                                              e-NET FINANCIAL.COM CORPORATION
                                 Consolidated Statements of Stockholders' Equity (Deficit)

                      For  the  Ten  Months  Ended  April  30, 2000, and the year ended April 30, 2001


                                   Additional
                                Paid-In Capital     Deferred Compensation    Accumulated Deficit      Total
                                ---------------     ---------------------    -------------------    --------

<S>                                    <C>                 <C>                     <C>              <C>
Balances, June 30, 1999           $     -             $       -               $   (71,339)        $ (63,839)

Shares end values assigned to
 acquired companies on
 April 12, 2000:
  Acquisition of Titus. . . . . . . .   599,700               -                       -           1,600,000

  Acquisition of LoanNet. . . . . . . 2,305,375               -                       -           2,305,625

  Acquisition of Expidoc . . . . . . .  196,486               -                       -             196,510

  Acquisition of e-Net
   shell company . . . . . . . . .      123,931           (339,733)                   -            (205,072)

  Dividend deemed distributed
   at April 12, 2000, for AMRES . . .      -                  -                 (4,000,000)      (4,000,000)

Issuance of Class C
 Convertible Preferred,
 net of costs of $225,000. . . . . .       -                  -                       -           1,775,000

Value of warrant issued in
 connection with Class C
 Convertible Preferred. . . . . . . .   281,362               -                       -                -

Value of beneficial
 conversion feature of Class C
 Convertible Preferred. . . . . . . .       352,941          -                       -                -

Conversion of Class B
 Mandatory Redeemable Preferred . .       1,999,000           -                      -           1,000,000

Contributed capital from EMB . . . .        419,356           -                      -             419,356

Net loss for the ten
 months ended April 30, 2000 . . . .                          -                (1,796,899)      (1,796,899)
                                          ---------       ----------         ------------     ------------
Balances, April 30, 2000 . . . . .       $6,278,151        $(339,733)         $(5,868,238)     $ 1,230,681



</TABLE>

             See accompanying notes to these consolidated financial statements


                                      F-6
<PAGE>


<TABLE>
<CAPTION>
                                                          e-NET  FINANCIAL.COM  CORPORATION
                                               Consolidated Statements of Stockholders' Equity (Deficit)

                                      For the Ten Months Ended April 30, 2000, and the year ended April 30, 2001

                                                Class  B                              Class  C
                                    Mandatory  Redeemable  Preferred          Convertible   Preferred            Common  Stock
                                     Shares                   Amount          Shares           Amount          Shares      Amount
                                  ----------------------------------         -------------------------        --------------------

<S>                                    <C>                   <C>              <C>               <C>            <C>           <C>


Shares issued in
 Private Placement on May 2, 2000      -                      -                -                  -           666,667     $  667

Accretion of C Preferred
 to liquidation value                  -                      -                -               859,303            -         -

Shares issued to
 consultants for services              -                      -                -                  -         2,863,591      2,864

Shares issued for
 deferred salaries                     -                      -                -                  -            90,689         90

Shares issued for
 employee long-term incentives         -                      -                -                  -            60,000         60

Shares issued for
 settlement of note payable            -                      -                -                  -           150,000        150

Amortization of deferred
 stock compensation                    -                      -                -                  -               -          -

Value of management services           -                      -                -                  -               -          -

Net loss for year                      -                      -                -                  -               -          -
                                    ---------           -----------        ----------       -----------     -----------  ---------
Balances, April 30, 2001. . . . . .    -                    $ -               20,000         $2,000,000     23,634,884   $ 23,635
                                    =========           ===========        ===========      ===========     ===========  =========
</TABLE>

 See accompanying notes to these consolidated financial statements


                                      F-7
<PAGE>

<TABLE>
<CAPTION>
                                           e-NET  FINANCIAL.COM  CORPORATION
                                Consolidated Statements of Stockholders' Equity (Deficit)


                       For the Ten Months Ended April 30, 2000, and the year ended April 30, 2001

                                   Additional
                                Paid-In Capital     Deferred Compensation    Accumulated Deficit      Total
                                ---------------     ---------------------    -------------------    --------
<S>                                    <C>                   <C>                     <C>              <C>

Shares issued in
Private Placement
 on May 2, 2000                  $  1,699,306         $       -               $       -           $ 1,699,973

Accretion of C Preferred
 to liquidation value                   -                     -                   (859,303)             -

Shares issued to
 consultants for services           1,539,452                 -                       -             1,542,316

Shares issued for
 deferred salaries                     49,819                 -                       -                49,909

Shares issued for
 employee long-term incentives        119,940                 -                       -               120,000

Shares issued for
 settlement of note payable           332,516                 -                       -               332,666

Amortization of deferred
 stock compensation                     -                 313,600                     -               313,600

Value of management services          100,000                -                        -               100,000

Net loss                                -                   -                   (6,573,527)        (6,573,527)
                                  ------------          ----------          --------------       -----------
Balances, April 30, 2001. . . .  $ 10,119,184           $ (26,133)            $(13,301,068)      $ (1,184,382)
                                  =============         ==========           =============        ===========


</TABLE>

     See accompanying notes to these consolidated financial statements


                                      F-8
<PAGE>

<TABLE>
<CAPTION>

                                             e-NET  FINANCIAL.COM  CORPORATION
                                            Consolidated Statements of Cash Flows


                                                                                                Ten Months      Year
                                                                                                 Ended          Ended
                                                                                           April 30, 2000    April 30, 2001
                                                                                           ----------------  ----------------
<S>                                                                                               <C>               <C>

Cash flows from operating activities:
 Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    (1,796,899)  $    (6,573,527)
 Adjustments to reconcile net loss to net cash used in operating activities:
 Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          132,440           393,439
 Loss from disposal of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                -            64,068
 Provision for doubtful accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . .           12,699            36,687
 Loss on rescission of LoanNet acquisition                                                               -         1,838,012
 Goodwill impairment of Titus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          -         1,155,057
 Fair value of services contributed by an officer . . . . . . . . . . . . . . . . . . . .                -           100,000
 Stock compensation to consultants. . . . . . . . . . . . . . . . . . . . . . . . . . . .                -         1,542,316
 Stock compensation to employees. . . . . . . . . . . . . . . . . . . . . . . . . . . . .                -           169,909
 Amortization of deferred stock compensation. . . . . . . . . . . . . . . . . . . . . . .                -           313,600
 Compensation attributable to conversion of B Preferred . . . . . . . . . . . . . . . . .        1,000,000                 -
 Changes in operating assets and liabilities, net of acquisitions:
   Increase in accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . .          (99,351)         (269,972)
   Increase in loans held for sale. . . . . . . . . . . . . . . . . . . . . . . . . . . .                -          (357,350)
   Increase (decrease) in other current assets. . . . . . . . . . . . . . . . . . . . . .           (2,946)           64,068
   Increase in due from employees . . . . . . . . . . . . . . . . . . . . . . . . . . . .                -           (65,250)
   Increase in accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          131,789           298,354
   Increase in commission payable . . . . . . . . . . . . . . . . . . . . . . . . . . . .                -           260,313
   Increase in accrued interest expense . . . . . . . . . . . . . . . . . . . . . . . . .                -           118,016
   Increase (decrease) accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . .                -           (33,525)
   Increase (decrease) in other liabilities . . . . . . . . . . . . . . . . . . . . . . .          (10,746)           46,797
   Increase (decrease) in other current liabilities . . . . . . . . . . . . . . . . . . .          (69,234)            4,845
                                                                                           ----------------  ----------------

 Net cash used in operating activities. . . . . . . . . . . . . . . . . . . . . . . . . .         (702,248)         (894,143)
                                                                                           ----------------  ----------------

Cash flows from investing activities:
 Decrease (increase) in other assets. . . . . . . . . . . . . . . . . . . . . . . . . . .           (1,845)            9,128
 Acquisitions of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . .                -           (23,762)
 Issuance (repayment) of note
   receivable to related party. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           39,400                 -
 Purchase of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . .          (19,786)                -
 Purchase of companies, net of cash acquired. . . . . . . . . . . . . . . . . . . . . . .          147,970                 -
 Recapitalization of e-Net, net of cash acquired. . . . . . . . . . . . . . . . . . . . .           12,449                 -
                                                                                           ----------------  ----------------

 Net cash provided by (used in) investing activities. . . . . . . . . . . . . . . . . . .          178,188           (14,634)
                                                                                           ----------------  ----------------

Cash flows from financing activities:
 Proceeds from notes payable to related parties . . . . . . . . . . . . . . . . . . . . .          459,326                 -
 Payments on notes payable to related parties . . . . . . . . . . . . . . . . . . . . . .       (1,530,000)       (1,350,000)
 Proceeds from issuance of long-term notes payable. . . . . . . . . . . . . . . . . . . .                -           105,000
 Payments on notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                -           (79,735)
 Advances from line of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                -           340,842


Proceeds from private placement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                -         1,699,973
Proceeds from sale of C Preferred . . . . . . . . . . . . . . . . . . . . . . . . . . . .        1,775,000                 -
                                                                                           ----------------  ----------------

 Net cash provided by financing activities. . . . . . . . . . . . . . . . . . . . . . . .          704,326           716,080
                                                                                           ----------------  ----------------

Net increase (decrease) in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          180,266          (192,697)
Cash at beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          105,317           285,583
                                                                                           ----------------  ----------------

Cash at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       285,583   $        92,886
                                                                                           ================  ================

Supplemental cash flow information:

Cash paid for interest and income taxes was not significant during the periods presented

</TABLE>

    See accompanying notes to these consolidated financial statements


                                      F-9

Supplemental cash flow information:

 Cash paid for interest and income taxes was not significant during the
 periods presented



                                      F-10
<PAGE>
<TABLE>
<CAPTION>

                                          e-NET  FINANCIAL.COM  CORPORATION
                                      Consolidated  Statements  of  Cash  Flows


                                                                           For the
                                                                         Ten Months     For the Year
                                                                            Ended       Ended
                                                                        April 30, 2000  April  30,  2001
                                                                       ---------------  -----------------

<S>                                                                      <C>            <C>

Supplemental disclosure of non-cash financing and investing activities:

 B Preferred and common stock issued for acquisition of Titus . . . . .  $ 1,600,000   $       -
                                                                         ============  =========
 Common stock issued for acquisition of LoanNet . . . . . . . . . . . .  $ 2,305,625   $       -
                                                                         ============  =========
 Common stock issued for acquisition of ExpiDoc . . . . . . . . . . . .  $   196,510   $       -
                                                                         ============  =========

 Dividend deemed distributed resulting from issuance of note payable. .  $ 4,000,000   $       -
                                                                         ============  =========
 Value of C Preferred beneficial conversion feature . . . . . . . . . .  $   281,362   $       -
                                                                         ============  =========
 Value of warrants issued with issuance of C Preferred. . . . . . . . .  $   352,941   $       -
                                                                         ============  =========
 Issuance of common stock for conversion of B Preferred . . . . . . . .  $ 1,000,000   $       -
                                                                         ============  =========
 Capital contributed in satisfaction of debt. . . . . . . . . . . . . .  $   419,356   $       -
                                                                         ============  =========

 Acquisition of property and equipment through capital leases . . . . .  $         -   $   3,226
                                                                         ============  =========
 Settlement of debt with issuance of common stock . . . . . . . . . . .  $         -   $ 332,666
                                                                         ============  =========

LoanNet acquisition, net of cash acquired:
 Working capital deficit, other than cash acquired. . . . . . . . . . .  $   (55,776)  $       -
 Property and equipment . . . . . . . . . . . . . . . . . . . . . . . .       84,089           -
 Preferred stock not acquired . . . . . . . . . . . . . . . . . . . . .     (100,000)          -
 Purchase price in excess of the net assets acquired. . . . . . . . . .    2,226,873           -
 Capital Stock issued in acquisition. . . . . . . . . . . . . . . . . .   (2,305,625)          -
                                                                         ------------  ---------

 Net cash obtained in acquisition of LoanNet. . . . . . . . . . . . . .  $  (150,439)  $       -
                                                                         ============  =========

ExpiDoc acquisition, net of cash used:
 Working capital deficit, other than cash acquired. . . . . . . . . . .  $   (11,317)  $       -
 Purchase price in excess of the net assets acquired. . . . . . . . . .      210,296           -
 Capital stock issued in acquisition. . . . . . . . . . . . . . . . . .     (196,510)          -
                                                                         ------------  ---------

 Net cash used to acquire ExpiDoc . . . . . . . . . . . . . . . . . . .  $     2,469   $       -
                                                                         ============  =========

Titus acquisition, net of cash acquired
 Purchase price in excess of the net assets acquired. . . . . . . . . .  $ 1,600,000   $       -
 Capital stock issued in acquisition. . . . . . . . . . . . . . . . . .   (1,600,000)          -
                                                                         ------------  ---------
                                                                                   -           -
                                                                         ============  =========

</TABLE>

See accompanying notes to these consolidated financial statements


                                      F-11
<PAGE>

e-NET FINANCIAL.COM CORPORATION
Notes to Consolidated Financial Statements

NOTE  1  -  GENERAL

e-Net  Financial.Com Corporation ("e-Net"), a Nevada corporation, was originally
incorporated  on  August  18,  1988,  under  the  name  of  Solutions,  Inc.
Subsequently,  its name was changed to Suarro Communications, Inc. on August 16,
1996,  on  February  12,  1999, May 12, 1999 and on January 18, 2000, the entity
changed its name to e-Net Corporation, e-Net Financial Corporation and e-Net.Com
Corporation,  respectively.  On February 2, 2000, the entity changed its name to
e-Net  Financial.Com  Corporation.   Since inception, e-Net has had unprofitable
operations.

Effective  March  1,  1999, e-Net, e-Net Mortgage Corporation ("e-Net Mortgage")
and  City  Pacific  International,  Inc. ("City Pacific") merged under a Plan of
Reorganization.  E-Net  Mortgage,  a  Nevada  corporation, formally known as the
Hospitality  Group,  Inc.,  was  formed  on  November 20, 1996, to engage in the
business  of  providing  retail  and  wholesale  mortgage products and services.
However,  such  operations  did not materially commence.  City Pacific, a Nevada
corporation, was formed on July 10, 1997, to provide telecommunications products
and services for commercial and residential customers, directly or through joint
ventures  with  strategic  partners.  City  Pacific  did  not  achieve  material
operations.

On  December 21, 1999, e-Net completed its acquisition of VPN.COM JV Partners, a
Nevada  joint  venture.  VPN.COM  JV  Partners  provides comprehensive broadband
networks  and  connectivity.  These  networks  facilitate  customized telephone,
video  teleconferencing,  Internet  access,  and  data  transfer.  City  Pacific
changed  its  name  to  VPNCOM.NET,  Inc.  on  December  23,  1999.  E-Net  sold
VPNCOM.Net,  Inc.  on  March  1,  2000, at a gain of approximately $1.8 million,
since  this business did not meet its business focus.  The gain on the sale, and
the  historical  results of the discontinued operations of VPNCOM.NET, Inc. have
been excluded from the historical consolidated financial statements of e-Net due
to  the  change  in  reporting  entity  in  connection  with acquisitions of new
businesses  as  discussed  below.

On  January 20, 2000, e-Net entered into, and announced, definitive agreement to
acquire  all  the  issued  and  outstanding common stock of American Residential
Funding,  Inc.  ("AMRES"),  as  well as Bravo Real Estate, Inc. and Residential
Mortgage  Corporation ("RMC") from EMB Corporation ("EMB"). RMC was not acquired
by  amendment  to the definitive agreement on April 12, 2000 as discussed below.
Bravo  Real Estate, Inc. never commenced any form of operations since inception.
As  further  discussed  in  Note  3, from February to March 2000, e-Net acquired
Titus  Real  Estate,  Inc.,  formerly  Mystery  Travel, Inc., ("Titus"), LoanNet
Mortgage,  Inc.  ("LoanNet")  and  Expidoc.com,  Inc.  ("Expidoc").

On  April 12, 2000, as amended, e-Net acquired AMRES and Bravo Real Estate, Inc.
from  EMB.  AMRES  is  a Nevada corporation organized on March 13, 1998, for the
purpose of originating and selling HUD-insured mortgages and conventional loans.
E-Net,  prior  to  a  series  of  acquisitions  in  February and March 2000, was
considered  a  blank-check  company with limited operating history. The entities
acquired in March and April 2000, represented less than 10% of revenues and less
than  10%  of tangible assets of AMRES. Such shareholders received less than 10%
of  e-Net  common  stock after the acquisitions. The original e-Net shareholders
(holders  on  or  about  January  31,  2000)  owned  approximately  56%  of  the
outstanding  common  stock.  The  AMRES  selling  shareholder,  EMB,  retained
approximately  40%  of  the  outstanding  common  stock  immediately  after  the
acquisition.  In  addition,  certain  former  management of EMB and subsidiaries
controlled  the  day-to-day operations of e-Net and AMRES. Accordingly, AMRES is
considered  the  acquiror  for  financial  reporting  purposes  (see  Note  3).


On  May  1, 2000, e-Net and its current chief executive, along with an unrelated
individual,  formed Bravo Realty.com, Inc. ("Bravo Realty'), internet-based real
estate  brokerage targeted to minority home buyers.   E-Net owns 70% and E-Net's
current  chief  executive  owns  15%  of  Bravo  Realty.  Bravo Realty commenced
operations  on  or  about  January 31, 2001; however, as of April 30, 2001, such
operations  were  not  significant.



                                      F-12
<PAGE>

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Principles  of  Consolidation

The accompanying consolidated financial statements include the accounts of e-Net
and its wholly-owned subsidiaries, collectively, the "Company."  All significant
intercompany  transactions  and  balances have been eliminated in consolidation.

Going  Concern

The  accompanying  consolidated financial statements have been prepared assuming
the  Company  will  continue  as  a  going  concern.  The  Company  has incurred
significant  losses  from  operations,  has  a  working capital deficit totaling
approximately  $375,000  and requires financing to meet its cash requirements as
they  become due. Cash requirements depend on several factors, including but not
limited  to,  the  pace  at which all subsidiaries continue to grow, become self
supporting,  and begin to generate positive cash flow, as well as the ability to
obtain  additional  services  for  common stock or other non-cash consideration.

If  capital  requirements  vary  materially  from  those  currently planned, the
Company  may require additional financing sooner than anticipated. Subsequent to
year-end, the Company executed a settlement agreement with its primary creditors
pursuant to which the Company issued 3,325,000 shares of restricted common stock
in  satisfaction  of  approximately $234,000 and a contingent liability totaling
approximately  $424,766.  Additionally,  subsequent  to  year-end,  the  Company
secured  $200,000  in  bridge  financing.  Management  plans to continue to seek
capital  on  favorable  terms;  however,  There  are no firm commitments for any
additional financing, and there can be no assurance that any such commitment can
be  obtained  on  favorable  terms,  if  at  all.  Management  has  implemented
significant cost reductions and expects to keep its operating costs to a minimum
until  each  is  available through financing or operating activities. Management
believes  that  these  actions,  in  addition  to  the  continued  growth of the
Company's  operating  subsidiaries,  will afford the Company the ability to fund
its  daily  operations  and  service  its  remaining  debt obligations primarily
through the cash generated by operations.  However, there are no assurances that
the  company will continue to experience rapid growth profitably. No adjustments
have been made to the carrying value of assets or liabilities as a result of the
uncertainty about obtaining cash required to pay obligations as they become due.

Change  in  Reporting  Entity

The  accompanying  financial  statements  include  the accounts of AMRES for the
periods  presented  as a result of the reverse acquisition of AMRES on April 12,
2000.  The  operations  of Titus, LoanNet and ExpiDoc are included in operations
from  the  dates  of  acquisition  (see  Note  3).

Significant  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 reported amounts of assets and liabilities and
disclosure  of contingent assets and liabilities at the date of the consolidated
financial  statements  and  the reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  those  estimates.

Cash  and  Cash  Equivalents

The  Company considers all liquid investments with a remaining maturity of three
months or less to be cash equivalents.  Balances in bank accounts may, from time
to  time,  exceed  federally  insured  limits.


                                      F-13
<PAGE>

Loans Held for Sale

Mortgage  loans  held  for  sale  represent  mortgage loans originated and held,
pending  sale,  to interim and permanent investors. The mortgages are carried at
the  lower  of  cost  or  market  as  determined by outstanding commitments from
investors  or  current  investor  yield requirements calculated on the aggregate
loan  basis.  The Company separately evaluates for impairment the estimated fair
value  of  its  commitments to lend. If impairment exists, the Company records a
charge  to  earnings  in  the  current period. Gains or losses on such sales are
recognized  at  the  time  legal  title transfers to the investor based upon the
difference  between  the sales proceeds and the basis of the loan sold, adjusted
for net deferred loan fees and certain direct costs, selling costs and any other
adjustments. The Company defers net loan origination fees charged as a component
of  the  loan balance on the balance sheet. Such costs are not amortized and are
recognized  into  income  as  a  component  of  the  gain  or  loss  upon  sale.


The  Company  sells  its  loans  it  originates,  typically  within  30  days of
origination,  rather  than hold them for investment. The Company sells its loans
to institutional loan buyers under [an existing contract]. The Company sells the
servicing  rights  to its loans at the time it sells those loans. Typically, the
Company  sells the loans with limited recourse to it. This means that, with some
exceptions,  the  Company  reduces  its  exposure to default risk at the time it
sells  the  loan,  except  that  it may be required to repurchase the loan if it
breaches  the representations or warranties that it makes in connection with the
sale  of the loan, in the event of an early payment default, or if the loan does
not comply with the underwriting standards or other requirements of the ultimate
investor.

Property  and  Equipment

Property  and  equipment  are  recorded  at  cost  and are depreciated using the
straight-line  method  over  the  estimated  useful lives of the related assets,
ranging  from  three  to  seven  years.  Maintenance  and repairs are charged to
expense  as incurred.  Significant renewals and betterments are capitalized.  At
the  time of retirement or other disposition of property and equipment, the cost
and  accumulated  depreciation  are  removed from the accounts and any resulting
gain  or  loss  is  reflected  in  operations.

Goodwill

Goodwill  represents the excess of purchase price over the fair value of the net
assets  of acquired businesses as of April 30, 2001.  Goodwill is amortized on a
straight-line  basis  over  the  expected  periods  to be benefited.  Management
estimated  the  periods  to  be benefited at seven to ten years.  During the ten
months  ended April 30, 2000, and the year ended April 30, 2001, amortization of
goodwill  amounted  to  $122,749  and  $349,104.  See  Note  4 for impairment of
goodwill.

In  June  2001, the Financial Accounting Standards Board finalized Statements of
Financial Accounting Standards  ("SFAS") No. 141, Business Combinations, and No.
142,  Goodwill  and  Other  Intangible Assets.  SFAS 141 requires the use of the
purchase  method of accounting and prohibits the use of the pooling-of-interests
method  of  accounting  for business combinations initiated after June 30, 2001.
SFAS  141  also  requires  that the Company recognize acquired intangible assets
apart  from  goodwill  if  the acquired intangible assets meet certain criteria.
SFAS 141 applies to all business combinations initiated after June 30, 2001, and
for  purchase business combinations completed on or after July 1, 2001.  It also
requires,  upon  adoption  of  SFAS 142 that the Company reclassify the carrying
amounts  of  intangible  assets  and goodwill based on the criteria in SFAS 141.

SFAS  142  requires,  among  other  things,  that  companies  no longer amortize
goodwill,  but  instead  test  goodwill  for  impairment  at least annually.  In
addition,  SFAS  142  requires that the Company identify reporting units for the
purposes  of  assessing  potential  future impairments of goodwill, reassess the
useful  lives  of  other  existing  recognized  intangible  assets,  and  cease
amortization of intangible assets with an indefinite useful life.  An intangible
asset  with  an  indefinite  useful  life  should  be  tested  for impairment in
accordance with the guidance in SFAS 121.  SFAS 142 is required to be applied in
fiscal  years  beginning  after  December  15,  2001,  to all goodwill and other
intangible  assets recognized at that date, regardless of when those assets were
initially  recognized.  SFAS 142 requires the Company to complete a transitional
goodwill  impairment  test six months from the date of adoption.  The Company is
also required to reassess the useful lives of other intangible assets within the
first  interim  quarter  after  adoption  of  SFAS  142.

The  Company  is assessing, but has not yet determined, how the adoption of SFAS
141  and  SFAS  142  will  impact  its  financial  and  results  of  operations.

Impairment  of  Long-Lived  Assets

The  Company  follows  the  provisions  of  SFAS  No.  121  "Accounting  for the
Impairment  of  Long-Lived  Assets  and  Long-Lived  Assets  to Be Disposed Of."
Long-lived  assets,  including  goodwill,  of  the  Company  are  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount  of  an  asset  may  not be recoverable.  The Company evaluates
quarterly  the recoverability of its long-lived assets based on estimated future
cash  flows  from and the estimated liquidation value of such long-lived assets,
and  provides for impairment if such undiscounted cash flows are insufficient to
recover  the carrying amount of the long-lived asset.  The amount of impairment,
if any, is measured based on fair value or discounted cash flows, and is charged
to  operations  in  the  period  in  which  such  impairment  is  determined  by
management.  See  Note  4  for  the  impairment  of  goodwill.


                                      F-14
<PAGE>

Income  Taxes

The  Company  accounts  for  income  taxes under the provisions of SFAS No. 109,
"Accounting  for  Income Taxes," whereby deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences
between  bases  used  for financial reporting and income tax reporting purposes.
Deferred  tax  assets  and  liabilities  are  measured  using  enacted tax rates
expected  to  apply  to  taxable  income  in  the years in which those temporary
differences  are  expected to be recovered or settled.  A valuation allowance is
provided  for certain deferred tax assets if it is more likely than not that the
Company  will  not  realize  tax  assets  through  future  operations.

Revenue  Recognition

Commissions  generated from brokering loans are recognized at the date of close.
Notary  services  related revenue is recognized when the services are performed.
Also see accounting policy for loans held for sale.

Registration  Costs

Direct  costs  to  register  restricted  common  shares (the "Registration") are
accrued  at  the  time  the  shares  are  issued. At April 30, 2000, the Company
accrued  $125,000  for  estimated  legal,  accounting,  and filing fees directly
related  to the Registration. No additional amounts were accrued as of April 30,
2001.

Stock-Based  Compensation

SFAS  No.  123,  "Accounting for Stock-Based Compensation," defines a fair value
based  method of accounting for stock-based compensation.  However, SFAS No. 123
allows  an  entity to continue to measure compensation cost related to stock and
stock  options  issued  to  employees  using  the intrinsic method of accounting
prescribed  by  Accounting  Principles Board Opinion ("APB") No. 25, "Accounting
for Stock Issued to Employees."  Entities electing to remain with the accounting
method  of  APB  No. 25 must make pro forma disclosures of net income (loss) and
earnings  (loss) per share, as if the fair value method of accounting defined in
SFAS No. 123 had been applied.  The Company continues to account for stock-based
compensation  under  APB No. 25.  Stock-based compensation for non-employees are
accounted  for  using  the  fair  value  approach  consistent with SFAS No. 123.


                                      F-15
<PAGE>

Loss  Per  Common  Share

The  Company  presents  basic  earnings per share ("EPS") and diluted EPS on the
face of all statements of operations. Basic EPS is computed as net income (loss)
divided  by  the  weighted  average  number of common shares outstanding for the
period. Diluted EPS reflects the potential dilution that could occur from common
shares  issuable  through  stock  options,  warrants,  and  other  convertible
securities. Due to the net losses incurred during the ten months ended April 30,
2000,  the  year  ended April 30, 2001, all common stock equivalents outstanding
were considered anti-dilutive and were excluded from the calculations of diluted
net  loss  per share. Weighted average shares outstanding were computed based on
the  7,500,000  shares  reflected as outstanding at the beginning of the periods
presented  as  a  result of the reverse acquisition, with the shares retained by
e-Net,  LoanNet, Titus, and Expidoc as issued on April 12, 2000, and outstanding
for  19  days.  This  is, in effect, an exchange ratio method computing weighted
average  shares.

Anti-dilutive  securities  which are not included in the calculation of dilutive
EPS  for  the ten months ended April 30, 2000 and the year ended April 30, 2001,
which  could  be dilutive in future periods, include the C Preferred convertible
into  approximately 481,696 and 18,287,108 shares of common stock, respectively.

Reporting  Comprehensive  Income

The  Company  reports  the  components  of comprehensive income using the income
statement  approach. Comprehensive income includes net income (loss), as well as
certain  non-shareholder  items  that  are  reported  directly within a separate
component  of stockholders' equity and bypass net income (loss).  The provisions
of  this  statement  had  no  impact  on the accompanying consolidated financial
statements.

Disclosures  about  Segments  of  an  Enterprise  and  Related  Information

Management discloses financial and descriptive information about an enterprise's
operating  segments  in  annual  and  interim  financial  reports  issued  to
stockholders.  An operating segment is a component of an enterprise that engages
in  business activities that generate revenue and incur expense, whose operating
results  are reviewed by the chief operating decision-maker in the determination
of resource allocation performance, and for which discrete financial information
is  available.  See  Note  10  for  these  disclosures.

Accounting  for  Derivative  Instruments  and  Hedging  Activities

In  June  1998,  the  FASB  issued  SFAS  No.  133,  "Accounting  for Derivative
Instruments  and  Hedging Activities."  SFAS No. 133 establishes a new model for
accounting  for  derivatives  and  hedging  activities and supersedes and amends
existing  accounting standards and is effective for fiscal years beginning after
June  15, 2000.  SFAS No. 133 requires that all derivatives be recognized in the
balance sheet at their fair market value, and the corresponding derivative gains
or losses be either reported in the statement of operations or as a component of
other  comprehensive  income  depending  on  the type of hedge relationship that
exists  with  respect  to such derivative.  The adoption of SFAS No. 133 did not
have  a material impact on it's the Company's consolidated financial statements.

                                      F-16
<PAGE>

Recent Accounting Pronouncements

The  Financial  Accounting  Standards  Board  issued  Statement  of  Financial
Accounting  Standards  No.  140,  "Accounting  for  Transfers  and  Servicing of
Financial  Assets  and Extinquishments of Liabilities" ("SFAS 140") in September
of  2000.  SFAS  140  is  a  replacement  of  Statement  of Financial Accounting
Standards  No.  125  ("SFAS  125"),  revising  the  standards for accounting for
securitizations  and  other  transfers  of  financial  assets and collateral and
requires  certain disclosures. However, SFAS 140 carries over most of SFAS 125's
provisions  without  reconsideration.  SFAS  140  is effective for transfers and
servicing of financial assets and extinquishments of liabilities occurring after
March  31,  2001,  however, the disclosure requirements are effective for fiscal
years ending after December 15, 2000. The adoption of the provisions of SFAS 140
is  not  expected  to have a material impact on the results of operations or the
financial  position  of  the  Company.

Also see Goodwill above for accounting pronouncements recently issued.

Restatement of Consolidated Financial Statements

In  the  consolidated  financial  statements  as of April 30, 2001 and 2000, the
Company  had  incorrectly  accounted  for  2,750,000  shares and 250,000 shares,
respectively,  of  common  stock  issued  to  capitalize AMRES as treasury stock
instead  of accounting for such as an inter-company transaction, which should be
eliminated  in  consolidation.  Such  restatement did not have any impact on the
consolidated statement of operations or cash flows for the years ended April 30,
2000  and  2001.  The Company restated its capital accounts as of April 30, 2000
and  2001  as  follows, with no effect on total stockholders' equity. (deficit):

April 30, 2000                    As reported                 As restated
--------------                   -------------               -------------

Common stock                     $     19,854                $     19,604
Additional paid-in capital          8,269,101                   6,278,351
Treasury stock                     (1,991,000)                          -
Total stockholders' equity       $  1,230,681                $  1,230,681


April 30, 2001                    As reported                 As restated
--------------                   -------------               -------------

Common stock                     $     26,385                $     23,635
Additional paid-in capital         10,378,934                  10,119,184
Treasury stock                       (262,500)                          -
Total stockholders' deficit      $ (1,184,382)               $ (1,184,382)

NOTE  3  -  ACQUISITIONS

Titus  Real  Estate,  Inc.

On  February  11,  2000,  e-Net  acquired all the issued and outstanding capital
stock  of  Titus  in  a  tax-free  exchange valued at $1.6 million.  Titus is an
entity which retains rights to manage the operations of a Real Estate Investment
Trust  ("REIT")  that  owns certain apartment complexes consisting of 121 units.
Titus  and  AMRES  have historically had common management, and such individuals
are  also  officers and key employees of e-Net.  The purchase price consisted of
300,000  shares  of common stock subject to a share-cancellation amendment dated
March  1,  2000,  valued  at  $600,000  and 100,000 shares of Series B Mandatory
Redeemable  Preferred  stock (the "B Preferred") with a redemption price of $1.0
million.  A  portion  of  the  common shares were subject to cancellation to the
extent  the  value  of the 300,000 common shares exceeded a fair market value of
$600,000,  based  on  the  average  closing  price of the Company's common stock
fifteen  trading days prior to June 11, 2000.  The holder of the B Preferred was
entitled  to demand redemption of such shares for $1.0 million at any time after
the  completion  of  the  acquisition  of AMRES.  The Board of Directors had the
option  to deliver ten (10) shares of common stock for each share of B Preferred
upon the receipt of demand from the holder of the B Preferred in lieu of payment
of  cash.

On  April 12, 2000, the holder of the B Preferred redeemed the 100,000 shares of
B  Preferred for payment of $1 million. On April 20, 2000, the parties agreed to
amend  the  original  contract  and  satisfy  the demand through the issuance of
1,000,000  shares of e-Net's common stock, subject to certain share-cancellation
provisions.  The  amended  contract dated April 20, 2000, required the holder of
the  1,000,000  common shares to return a number of such shares 90 days from the
amendment  date  (July 20, 2000) in the event the Company's common stock exceeds
$2.00  per share. The shares to be returned to the Company were determined based
on $2.0 million divided by the average closing bid price of the Company's common
stock  15  trading  days  prior to July 20, 2000, subject to a maximum number of
shares  to be retained of 1,000,000 shares of common stock. The average price of
the Company's common stock the 15 trading days prior to July 20, 2000, was $1.81
per  share.  Since  the number of shares computed exceeded 1,000,000 shares, the
holder  retained  the  entire  1,000,000  shares.  Upon  the conversion of the B
Preferred  into  common  stock,  the  Company  recorded  a charge to general and
administrative  expenses for the incremental value of $1.0 million, based on the
difference  between  the  $1.0 million carrying value of the B Preferred and the
$2.0  million  fair  value  of  the  common  stock.

Management allocated the excess of the purchase price over the fair value of the
assets  acquired of $1.6 million to goodwill. New management of e-Net determined
the  value  of  the  REIT  management contract be included in goodwill since the
estimated  period  to be benefited for both goodwill and the management contract
is  estimated  to  be  ten  years due to the limited operating history of Titus.
Accordingly,  such  excess  purchase  price  over  net assets acquired have been
combined and included in goodwill in the accompanying consolidated balance
sheet. Refer to Note 4 for impairment of the  goodwill totaling $1,155,057. The
carrying  value  of  goodwill  at  April  30,  2001  is  $250,000.

LoanNet  Mortgage,  Inc.

On February 14, 2000, the Company acquired all the issued and outstanding common
stock of LoanNet, a privately-held company providing mortgage loans primarily to
residential  customers  in  three  Eastern  states.  In  connection  with  this
acquisition,  the  Company  issued  250,000 shares of its common stock valued at
$2.3  million.  Management determined that the common stock issued in connection
with  this  transaction  was the best indicator of fair value in light of market
conditions  at  the  time,  and the active market in the Company's common stock.
Management  calculated the fair value per share issued using the average closing
prices  15 trading days before and after the announcement of such transaction in
February  2000.  Our  common  shares issued were restricted, and as a result, we
discounted  the average trading prices by 10%. The acquisition was accounted for
under  the  purchase  method of accounting with the excess of cost over the fair
value  of  the  net  assets  acquired of $2.2 million was allocated to goodwill.
LoanNet  had  few  assets,  consisting  primarily  of office equipment valued at
approximately  $100,000.  Goodwill  was being amortized on a straight-line basis
over  seven  years  prior  to  the closing of LoanNet's operations at which time
goodwill  was  impaired  (see  Note  4).


                                      F-17
<PAGE>

On  March 30, 2001, the Board of Directors of e-Net, none of whom were officers,
directors  or management of LoanNet, rescinded the acquisition of LoanNet due to
misrepresentations  by  LoanNet's  management,  officers  and  directors.  E-Net
management  demanded  the  return of the 250,000 shares issued, and attempted to
deliver  the  shares  of  common  stock  it  received  in  connection  with  the
acquisition  to  the  original  selling  shareholder, whom is also the preferred
stockholder, the chief executive officer and director of LoanNet. Also, see Note
4.  The 250,000 shares or the Company's common stock were not returned by the
former LoanNet shareholders.  The Company accounted for the rescission of the
acquisition transaction by removing the assets and liabilities of LoanNet
resulting in net liabilities totaling approximately $147,000, offset by the
write-off of goodwill of approximately $1,985,000 (Note 4).  The carrying value
of the net assets acquired totaling approximately $1,838,000, were charged to
operations in fiscal 2001.

ExpiDoc.Com,  Inc.

On  March  17, 2000, the Company acquired all the issued and outstanding capital
stock  of  ExpiDoc,  a privately held company that provides notary services, for
24,000  shares  of  the  Company's  common  stock valued at $196,510. Management
determined  that the common stock issued in connection with this transaction was
the  best indicator of fair value in light of market conditions at the time, and
the active market in the Company's common stock.  Management calculated the fair
value  per  share issued using the average closing prices 15 trading days before
and  after the announcement of such transaction on February 28, 2000. Our common
shares  issued  were  restricted,  and  as  a  result, we discounted the average
trading  prices  by  10%.  The  Company  provided working capital of $125,000 to
Expidoc,  as required.  The acquisition was treated under the purchase method of
accounting  with  the  excess of cost over the fair value of the net liabilities
acquired  of  $210,296  allocated  to goodwill.  At the time of the acquisition,
ExpiDoc  had  no  material  operating  or  investment assets.  Goodwill is being
amortized  on  a  straight-line  basis  over  seven  years.

American Residential Funding, Inc.

On  April 12, 2000, e-Net closed the acquisition of AMRES and Bravo Real Estate.
Pursuant  to  the  amended and restated purchase agreement, the e-Net issued 7.5
million  shares  of  common  stock  to  EMB, representing nearly 40% of the then
issued  and outstanding common stock of the Company, paid $1,595,000, and issued
a  promissory  note  in  the  initial amount of $2,405,000. AMRES and Bravo Real
Estate  became wholly owned subsidiaries of the Company. As discussed in Note 1,
AMRES  is the acquirer for financial reporting purposes. Since Bravo Real Estate
had  no  operations or net assets, management determined that a nominal value of
$1,000  be  attributed  to  its  name. The fair value attributable to the common
stock  retained  by  the shareholders of e-Net on April 12, 2000 was $3,838,000.
The  fair value of the net assets (liabilities) acquired by AMRES, by entity, in
the  consolidated  Group  of  e-Net,  at  April  12,  2000,  is  as  follows:

       e-Net (shell company)         $ (205,000)
       Titus                          1,568,000
       Loan Net                       2,295,000
       Expidoc                          280,000
                                     ----------
        Total                        $3,938,000
                                     ==========

The  fair  value of net assets acquired (net liabilities assumed) was originally
determined  by  management  on  the  dates  of acquisitions by e-Net, subject to
change  for  known  events,  through  April  12,  2000,  the  date  of  reverse
acquisition.  The  fair  value  ascribed  for  Titus,  LoanNet  and  Expidoc was
determined  based  on  the consideration given by the Company in accordance with
APB  No.  16  (as  discussed in the preceding paragraphs). Management determined
that  no  change  in  fair  value occurred from the dates of the acquisitions by
e-Net in February and March 2000, through the date of the reverse acquisition on
April  12,  2000  since  the dates of acquisitions nothing came to the attention
which  cause  management  to  reassess  fair value. The fair value of e-Net, the
non-operating  public  shell, was based on the net liabilities acquired by AMRES
of  e-Net,  excluding  those  assets  acquired in February and March 2000. Since
e-Net,  the non-operating company, had no operations which constitute a trade or
business,  no  value  was  ascribed  to  goodwill.


Because  the  purchase  was  accounted  for  as  a reverse acquisition, the $4.0
million  in  cash  and notes issued to EMB were treated as a deemed distribution
with  a  charge  to  retained  earnings.

NOTE  4  -  GOODWILL

The Company's previous business combinations were accounted for purchase method,
unless  the  combination  was  among common control parties. All future business
combinations  will  be accounted for under the purchase method, which may result
in operations, either by amortization or impairment charges, in the future.  For
purchase  business  combinations  completed  prior  to  June  30,  2001, the net
carrying  amount  of goodwill is $425,247.  Amortization expense during the year
ended April 30, 2001, was $349,104.  The Company intends to adopt the provisions
of  SFAS  141 and 142 beginning May 1, 2001.  The impact of the adoption of SFAS
141  and 142 on the Company's financial position and results of operations could
be  material.

During  the  year  ended  April  30, 2001, the Company recorded asset impairment
charges  related  to  LoanNet  and  Titus  totaling  $1,985,012  and $1,155,057,
respectively,  in  the  accompanying  consolidated  statement  of  operations.

Management  determined  that  LoanNet  was unprofitable and required significant
cash  from  financing  activities to meet its obligations as they become due and
expand  in sales and marketing. In February 2001, E-Net management determined to
rescind  its  acquisition of LoanNet as discussed in Note 3. Management of E-Net
determined  its  investment  was materially impaired. Since management could not
reasonably  estimate the residual value, if any, of LoanNet, management impaired
all  remaining  goodwill.

The  Company  originally  acquired  Titus,  a  REIT  management  company,  to
significantly  increase  the  REIT  assets  by  obtaining  funding  of up to $30
million.  The Company's then chief executive was in negotiation for a commitment
for the funding, however, no definitive commitment was obtained by management of
Titus.  Due  to  the  passage of time and the lack of a firm commitment to raise
capital  to  expand  the  operations  of the REIT, management determined that an
impairment  of  goodwill  was appropriate. Management determined that any future
significant  cash  flows  would  be  generated  through  a  sale  of  Titus.

Management  estimated  that  the  sale  of  Titus would net the Company at least
$250,000,  net  of  costs  to  sell.  Management  assessed the fair value of the
management  company  and  the REIT based on management's belief that an existing
management  company  of an established REIT could be sold for $250,000, based on
discussions  with  knowledgeable  persons, as well as the costs to establish, to
obtain  required  approvals  in  the state of California and to maintain a REIT.
Accordingly,  management  determined  an impairment of the net carrying value of
goodwill  and  the  expected  net  cash  flows  to  be  recovered.


                                      F-18
<PAGE>

NOTE  5  -  LOANS  HELD  FOR  SALE

The  Company  held five conventional uninsured mortgages totaling $357,350 as of
April  30,  2001.  These  loans  were  originated by AMRES with various interest
rates  ranging from 7-13%, per annum, funded using, and collateralized by, the
Company's warehouse credit line (Note 8) and were subsequently sold to investors
within one month of balance sheet date.

NOTE  6  -  ADVANCES  TO  OFFICERS

As  of  April  30, 2001, the Company had amounts due from an officer of $50,000.
This  advance  was  repaid  in  May  2001.

NOTE  7  -  PROPERTY  AND  EQUIPMENT

Property  and  equipment  consists  of  the  following  as  of  April  30, 2001:



Equipment                                   $   99,002
Furniture  and  fixtures                        55,353
                                              --------
                                               154,355
Less:  accumulated  depreciation               (64,370)
                                              --------

                                            $   89,985
                                             =========

During  the  ten months ended April 30, 2000, and the year ended April 30, 2001,
depreciation  expense  totaled  $31,826  and  $32,319,  respectively.  Also, the
Company  impaired  $64,139  of  equipment  as  of  April  30,  2001.

NOTE  8  -  LINE  OF  CREDIT

The  Company maintains a $2,000,000 warehousing line of credit which will mature
March  31,  2002.  The agreement is personally guaranteed by the Company's chief
executive  officer.  The credit agreement calls for various ratios and net worth
requirements,  minimum utilization requirements, and limits the warehouse period
to  45  days for any specific loan.  The interest rate as of April 30, 2001, was
9%  per  annum  calculated  on  the  daily  outstanding balance.  The adjustable
interest  rate  is  based  upon  a published prime rate plus 1.5% and is payable
monthly.  The  line  of  credit  is collateralized by the loans held for sale as
referenced  above.


                                      F-19
<PAGE>

NOTE  9  -  NOTES  PAYABLE

In  connection  with the acquisition of AMRES, the Company issued a note payable
in  the  amount  of  $4,000,000, interest at 10% per annum to EMB.  On April 12,
2000,  the Company made a principal reduction of $1,595,000 on this note. During
May  2000,  the  note was reduced to $1,055,000 through proceeds received from a
private  placement of the Company's common stock.  Subsequent to April 30, 2001,
all  principal  and  interest  except  $103,000  was  satisfied by settlement of
certain  EMB  debts  guaranteed  by  the  Company  totaling $424,766 through the
issuance 3,000,000 shares of the Company's common stock and the settlement of an
EMB  debt to AMRES Holdings (former shareholder of AMRES prior to being acquired
by  EMB)  totaling  $485,446  (see  Note 14).  In connection with the settlement
transaction, EMB expressly forgave principal and interest totaling approximately
$200,000.  The  balance of $103,000 is due December 15, 2001 and has a mandatory
conversion  into  the  Company's common stock upon maturity at the option of the
Company.

On  April  13, 2000, a former officer loaned the Company $300,000, due April 12,
2001,  together  with  interest  at  10%  per annum.  On July 7, 2000, the note,
including  accrued  interest  of  $32,666  was  converted into 150,000 shares of
restricted  common  stock.

As  of  April  30,  2001, the Company had two notes payable aggregating $35,518,
interest at 10% per annum due on August 31, 2000.  Subsequent to April 30, 2001,
these  notes were assumed by a third party in exchange for amounts that were due
to  the  Company.

As  of  April 30, 2001, the Company had a 10% note payable totaling $150,000. On
July  2,  2001,  the  parties  entered  into  a settlement agreement whereby the
Company  paid  $43,280  of  principal,  issued 325,000 shares of common stock to
reduce  the  note by $63,440, and will pay the remaining $43,280 over ten months
beginning  August 5, 2001, together with interest at 10% per annum. See Note 14.


NOTE  10  -  COMMITMENTS  AND  CONTINGENCIES

Capital  Leases

The  Company  acquired  equipment  and furniture under capital lease obligations
over 24 months.  The present value of future annual minimum lease payments under
capital  leases  are  as  follows:

            Years Ending
              April 30,
             ---------
                2002                                  106,387
                2003                                    1,180
                                                      --------
                                                      107,567
 Less  amount  representing  interest                  (1,369)
                                                      --------
                                                      106,198
 Less  current  portion                              (105,110)
                                                      --------

 Long-term  portion                                  $  1,180
                                                      =========

As  of  April 30, 2001, the Company had $85,958 of equipment and furniture under
capital  leases,  at  cost.

Operating  Leases

The Company leases its corporate office located in Costa Mesa, California, under
a  non-cancelable  operating  lease from unrelated third parties that expires on
March  31,  2002.  In addition, the Company leases certain of its branch offices
under  non-cancelable  operating  leases  that expire through 2005.  The Company
also  has various equipment leases that expire at various dates ranging from one
to  five  years.  Rental  expense for the ten-month period ended April 30, 2000,
and  the  year  ended  April  30, 2001, was $186,322 and $510,182, respectively.


                                      F-20
<PAGE>

Minimum  future annual rental payments under the lease agreements with a term in
excess  of  one  year  at  April  30,  2001,  are  as  follows:

                 Years Ending
                   April 30
                   --------

                    2002                     $  337,963
                    2003                        274,490
                    2004                         54,676
                    2005                          9,446
                                               --------

                                             $  676,575
                                               ========

As  of  April  30,  2001,  the  Company  was in default on certain capital lease
obligations  totaling  approximately  $91,000,  which management is currently in
negotiation to settle such amounts. There are no assurances that management will
be  successful  in  reaching  a  favorable  settlement.

Litigation

The Company is subject to a limited number of claims and actions, which arise in
the  ordinary  course  of  business.  The  litigation  process  is  inherently
uncertain,  and it is possible that the resolution of the company's existing and
future  litigation  may  adversely affect the Company.  Management is unaware of
any  matters  that  may  have  material  impact  on  the  Company's consolidated
financial  position,  results  of  operations  or  cash  flows.

Employment  agreements

AMRES  has  entered  into  an  executive  employment  agreement  with  its chief
executive  officer,  which provides for annual compensation, allowances, medical
benefits  and life insurance.  The agreement also provides for incentive bonuses
upon  meeting  certain  criteria.  On  June  1,  2001,  the  Company's  board of
directors  consisting of Mr. Presta and Mr. Rinehart approved a new compensation
arrangement  for  Mr.  Rinehart in his capacity as chief executive of e-Net (see
Note  14).  The  Company  is  also a party to other employment agreements in the
normal  course  of  business.  Future  annual  minimum  payments  for employment
compensation  packages  are as follows:

                 Year  End
                  April  30,

                    2002                   $    238,333
                    2003                        312,584
                    2004                        343,841
                    2005                        378,226
                    2006                         67,105
                                                -------
                                          $   1,340,089
                                             ==========

                                      F-21
<PAGE>

Investment  Banking  Agreement

On May 27, 1999, the Company entered into an agreement with an investment banker
to  seek  debt  financing  through public or private offerings or debt or equity
securities  and in seeking merger and acquisition candidates. Per the agreement,
the  Company granted the investment banker options to purchase 200,000 shares of
the  Company's  common  stock at an exercise price of $0.13, expiring on May 31,
2001.  Additionally,  the  Company  was  required to pay $60,000 for the initial
twelve  months.  In addition, the agreement specified that the investment banker
will  receive  a  percentage of consideration received in a merger, acquisition,
joint  venture, debt or lease placement and similar transactions through May 31,
2001.  The  Company  valued these options using the Black Scholes model at $3.14
per  share  for  total  consulting  expenses  of  $627,200 and amortized such an
expense over the course of the contract. As of April 30, 2001, the Company had a
deferred  compensation  of  $26,133  in connection with this agreement. In April
2000,  the parties agreed to amend the agreement to eliminate the fee based on a
percentage  of  the  consideration of a transaction, and to grant the investment
banker  200,000 shares of the common stock and to cancel the options to purchase
200,000 shares. These shares were not issued; however, management reflected such
shares  as  issued  and outstanding because of the legal obligation to issue the
shares.  Through August 7, 2001,the investment banker had rights to receive such
shares  by  amendment amongst the parties. On August 7, 2001, the Company agreed
to  settle  a  dispute  over  the  non-delivery of the 200,000 shares previously
agreed upon in April 2000, in exchange for 1,500,000 of the Company's restricted
common  stock (see Note 14). No additional compensation charges will be incurred
as  a  result  of the final settlement since the historical financial statements
reflect  the  value  of  the  services rendered. During fiscal 2001, the Company
charged  operations  by  $313,600  for  this  service  agreement.

Guarantee  of  Debt

On  July  6,  2000,  the  Company  guaranteed  to  a third party the debt of EMB
totaling  $657,349.  The  guarantee was provided due to the EMB sale of AMRES to
ensure  repayment  of  the note since EMB had limited assets.  On June 26, 2001,
this  guarantee  was  satisfied  with  the  issuance  of 3,000,000 shares of the
Company's  restricted  common  stock  (see  Note  14).

NOTE  11  -  STOCKHOLDERS'  EQUITY  (DEFICIT)

General

In  March  2000, the Company amended its Articles of Incorporation to change the
authorized number of shares of its $0.001 par value common stock from 20,000,000
to 100,000,000.  Additionally, the Board of Directors authorized the issuance of
1,000,000  shares  of  preferred stock.  The preferred stock may be divided into
and  issued  in  one  or  more  series.

Class  B  Mandatorily  Redeemable  Preferred  Stock

In  connection with the acquisition of Titus, the Company issued
100,000  shares of B Preferred.  The note was converted into 1,000,000 shares of
common stock on April 20, 2000, subject to certain cancellation provisions.  See
Note  3  for  further  discussion  of  the  Company's  B  Preferred.


                                      F-22
<PAGE>

Class  C  Convertible  Preferred  Stock

In April 2000, the Company issued 20,000 shares of Class C Convertible Preferred
Stock,  (the "C Preferred") for $1,775,000, net of fees of $225,000 in a private
placement.  As additional consideration, the Company issued warrants to purchase
151,351  shares  of  the  Company's common stock at an initial exercise price of
$6.73  per share.  The C Preferred has a liquidation value of $2,000,000 and the
holder  is  entitled  to receive cumulative dividends at an annual rate of $7.00
per  share  (7%  per  annum),  payable  semi-annually.  No  dividends  have been
declared.  The  C  Preferred  is  convertible,  at any time at the option of the
holder, into shares of the Company's common stock at a price equal to the lesser
of  (a)  $6.91  per  share  or  (b)  95% of the average closing bid price of the
Company's  common stock during the fifteen trading days preceding the conversion
after  150  days  to  85%  of  the average closing bid price of the common stock
during  the fifteen trading days immediately preceding such conversion after 240
days.  The  longer  the  C  Preferred is held the greater discount on conversion
into  common stock.  In the event the holders of C Preferred have not elected to
convert  at the time of mandatory conversion, the C Preferred will convert at an
amount  equal  to  85% of the purchase price of the holder's C Preferred plus an
amount  equal  to  accrued and unpaid dividends, if any, up to and including the
date  fixed  for redemption, whether or not earned or declared.  As of April 30,
2001, no shares of C Preferred have been converted into common stock. Subsequent
to  April  30,  2001,  shareholders  converted  2,016  shares  of C preferred to
4,666,663  shares  of  the  Company's  restricted common stock.  During the year
ended  April  30, 2001, the Company accreted the difference between the carrying
value  and  the  liquidation  value  totaling  $859,303.

Common  Stock

On  February  14,  2000,  the Company issued 250,000 shares of restricted common
stock  valued  at  $2,305,625  or  $9.22  per  share  in  exchange  for  all the
outstanding  common  stock  of  LoanNet in a transaction accounted for under the
purchase  method  of  accounting.  See  Note  3  for  further  discussion.

On  March  17, 2000, the Company issued 24,000 shares of restricted common stock
valued at $196,510 or $8.19 per share in exchange for all the outstanding common
stock  of  ExpiDoc  in  a transaction accounted for under the purchase method of
accounting.  See  Note  3  for  further  discussion.

In  connection  with  the  reverse  acquisition  of  AMRES,  the shares totaling
10,779,937  retained by the shareholders of record on or about January 31, 2000,
of  e-Net  are  considered as issued acquire e-Net, the non-operating entity, in
connection  with  the  reverse  acquisition  of  AMRES.


On  May 2, 2000, the Company sold 666,667 shares of common stock for $1,699,973,
net  of  fees  and  commissions  of  $300,027  in a private placement and issued
warrants to purchase 333,334 shares of the Company's common stock at an exercise
price  of $3.00 per share.  The shares and warrants were subject to registration
which  was  not  effected.

In  July  2000,  the Company issued 150,000 shares of restricted common stock in
satisfaction  of  a  note  payable  to a former officer, of $300,000 and accrued
interest  of  $32,666.

In April 2001, the Company issued 2,500,000 shares of restricted common stock to
AMRES  valued  at $292,500 to capitalize AMRES based on the closing price of the
Company's  common  stock  on the date of issuance. The Company is required, as a
loan  broker,  by  the  Department  of  Housing and Urban Development ("HUD") to
maintain  net  capital  of  $250,000. E-Net issued the shares of common stock to
AMRES  to  meet  its  HUD  capital requirements. These shares were treated as an
intercompany  transaction and eliminated on the Company's consolidated financial
statements.


                                      F-23
<PAGE>

In  May  2000,  in connection with the stock deferral plan that was effective in
1999,  the  Company  issued  to an employee 5,000 shares at the Company's common
stock that were registered under an S-8 filing and recorded compensation expense
at  $3.38  per  share  for  a  total of $16,900. In July 2000 the Company issued
additional  shares  totaling  3,630 shares of the Company's restricted stock and
recorded  compensation  expense  at $1.40 per share for a total of $5,097, a 10%
discount for the restriction of the stock. In December, 2000, the Company issued
additional shares totaling 38,059 shares of the Company's common stock that were
registered  and recorded compensation expense at $ 0.56 per share for a total of
$21,313. Also, in April, 2001, the Company issued an additional 44,000 shares of
the  Company's  common  stock  that  were  registered  and recorded compensation
expenses  at  $  $0.15  per  share  for  a  total  of  $6,600.


In  June  2000,  in  connection  with the stock bonus plan that was effective in
1999,  the  Company issued 60,000 shares of the Company's common stock that were
registered  and recorded compensation expense at $2.00 per share for a total of
$120,000.

At  various  dates  from  May  2000  through  April 30, 2001, the Company issued
2,863,591  shares  of common stock, valued at $1,542,316 to various consultants.
Consulting services performed during the year ended April 30, 2001 is summarized
below:


                                      F-24
<PAGE>

<TABLE>
<CAPTION>

                                             Year Ended April 30, 2001

                                              Costs             Shares
                                             Incurred           Issued

<S>                                            <C>               <C>

Financial and Internal
Accounting Services                         $300,512           630,500

Mergers Acquisitions Consulting              888,992           875,945

Bravo Realty Start-up Costs                  286,337           718,500

Information Technology Consulting             41,650            71,000

Legal Services                               338,425           567,646
                                  ------------------         ---------
Total                                     $1,855,916         2,863,591
                                  ==================         =========
</TABLE>

Stock  Options  and  Warrants

On July 6, 1999, the Company executed stock purchase option agreements with five
employees and two consultants. The agreements granted the individuals options to
purchase  a  total of up to 475,000 shares of restricted common stock at a price
of  $1.50  per share. No options pursuant to these agreements were exercised. On
January  7,  2000, the stock purchase option agreements dated July 6, 1999, were
terminated  upon  the  effectiveness  of  a  stock  bonus  agreement  with these
individuals.  Effective  December  16,  1999, the Board of Directors adopted the
2000  Stock  Compensation Program (the "2000 Plan"), which was later terminated.
The  2000  Plan  was  composed  of a Stock Bonus Plan ("Bonus Plan") and a Stock
Deferral  Plan  ("Deferral  Plan") and the maximum aggregate number of shares of
common  stock  subject  to  the  2000 Plan was 1,000,000 shares. Under the Bonus
Plan,  shares  of common stock could be granted to key employees and consultants
as  a  bonus for performing duties essential to the growth of the Company. Under
the  Deferral  Plan,  participants could elect to defer up to one-third of their
gross  quarterly  compensation  and receive options to purchase shares of common
stock  at  $1.00  per  share.  During  the  week after the close of the calendar
quarter,  participants must choose to convert the deferred amount into shares of
common  stock  or  receive  cash.  Eligible  participants included all officers,
employees,  directors,  consultants  or  advisors and independent contractors or
agents  of  the  Company  or  its  subsidiaries.  Prior to January 31, 2000, the
Company  granted options to purchase 162,336 shares of common stock. The options
were vested and converted on the date granted. Prior management of e-Net granted
to  stock  options  to  employees  which are no longer employed with the Company
because  they  were  terminated  upon the acquisition of AMRES. Any compensation
expense recorded would have been charged to operations, as well as the pro forma
effects,  under  the  predecessor basis of accounting as a result of the reverse
acquisition  of  AMRES.  Since  current management has not granted any employees
stock  option from April 12, 2000 through April 30, 2001, pro forma presentation
is  not  considered  appropriate  by  management. Management has reported common
stock  grants  subsequent  to  April  12, 2000 at fair value as discussed in the
preceding  paragraph.


In  April,  2000,  as  an  additional  consideration  to the C preferred private
placement,  the  Company  issued  warrants  to  purchase  151,351  shares of the
Company's common stock at an initial exercise price of $6.73 per share. See note
11-Class  C  Convertible  Preferred  Stock  for  further  discussion.


In May, 2000, as an additional consideration to a private placement, the Company
issued  warrants  to purchase 333,334 shares of the Company's common stock at an
initial  exercise price of $3.00 per share. See note 11-Common Stock for further
discussion.

Stock-option and warrant activity during the ten months ended April 30, 2000 and
the year ended April 30, 2001, was as follows:


<TABLE>
<CAPTION>

Options issued to employees and consultants:

                                                       Weighted        Weighted
                                         Range of      Average         Average
                                         Exercise      Exercise      Fair Value of
                              Options    Prices         Price       Options Granted
                             ---------  ------------  --------      ---------------

<S>                          <C>          <C>           <C>             <C>

Outstanding, June 30, 1999.         -      -             -               -
 Granted. . . . . . . . . .   837,336    $0.13-1.50   $ 1.08           $2.34
 Canceled . . . . . . . . .  (675,000)   $0.13 1.50     1.50
 Exercised. . . . . . . . .  (162,336)    1.00          1.00
                             ---------
Outstanding, April 30, 2000         -    $  -       $     -
 Granted. . . . . . . . . .         -       -             -            $ -
 Canceled . . . . . . . . .         -       -             -
 Exercised. . . . . . . . .         -       -             -
                             ---------
Outstanding, April 30, 2001        -     $  -       $     -
                             =========

During  the  ten  months  ended  April  30, 2000, the Company granted options to
consultants  to  purchase  a  total  of 163,054 shares of common stock that were
valued  using  the  fair value method; however, such amounts were reported under
the  previous  reporting entity, e-Net, and are not included in the accompanying
consolidated  financial  statements.  In addition, see Note 10 for discussion of
warrants  to  purchase 200,000 shares at $0.13 per share granted and canceled in
fiscal  2000  resulting  in  deferred  compensation.  Assumptions  used to value
options  and  warrants  in  fiscal  2000  were  a risk free interest rate of 6%,
expected  volatility  of the Company's common stock of 100% and an expected life
of  2  years.


Warrants issued in connection with private placements:

                                                       Weighted        Weighted
                                         Range of      Average         Average
                                         Exercise      Exercise      Fair Value of
                              Options    Prices         Price       Options Granted
                             ---------  ------------  --------      ---------------

<S>                          <C>          <C>           <C>             <C>

Outstanding, June 30, 1999.         -      -             -               -
 Granted. . . . . . . . . .   151,351    $ 6.73       $ 6.73           $6.00
 Canceled . . . . . . . . .                   -            -              -
 Exercised. . . . . . . . .         -         -            -              -
                             ---------
Outstanding, April 30, 2000   151,351    $ 6.73       $ 6.73           $6.00
 Granted. . . . . . . . . .   333,334     $3.00       $ 3.00           $1.42
 Canceled . . . . . . . . .         -       -             -              -
 Exercised. . . . . . . . .         -       -             -              -
                             ---------
Outstanding, April 30, 2001   484,685   $3.00- 6.73   $ 4.16           $2.85
                             =========

</TABLE>
                                      F-25
<PAGE>

The  484,685 warrants outstanding and exercisable at April 30, 2001,
expire  in  April  2005  through  May  2005.


NOTE  12  -  INCOME  TAXES

At April 30, 2001, the Company had net operating loss carry-forwards for federal
and  state  income  tax  purposes  totaling  approximately $5.3 million and $2.7
million,  respectively, which for federal reporting purposes, begin to expire in
2008  and  fully  expire  in  2021.  For  state purposes, the net operating loss
carry-forwards begin to expire in 2003 and fully expire in 2006. The utilization
of  these net operating losses may be substantially limited by the occurrence of
certain  events,  including changes in ownership. The net deferred tax assets at
April  30,  2001  and  2000,  before  considering  the  effects of the Company's
valuation  allowance  amounted  to  approximately  $2.0  million  and  $710,000,
respectively.  The  Company  provided an allowance for substantially all its net
deferred  tax  assets  since  they  are  unlikely  to be realized through future
operations.  The  valuation  allowance  for  net  deferred  tax assets increased
approximately $1.3 million and $685,000 during the year and the ten months ended
April  30, 2001 and 2000, respectively. The Company's provision for income taxes
differs  from  the  benefit  that would have been recorded, assuming the federal
rate  of  34%,  due  to  the  valuation  allowance  for net deferred tax assets.

NOTE  13  -  SEGMENT  AND  OTHER  INFORMATION

Segments were determined based on services provided by each segment.  Accounting
policies  of  the  segments  are  the  same as those described in the summary of
significant  accounting  policies.  Performance  of the segments is evaluated on
operating income before income taxes, excluding reorganization and restructuring
charges,  unusual  gains  and  losses, and interest expense.  For the year ended
April 30, 2001 management has provided the following information with respect to
its  operating  segments  (in  thousands):



<TABLE>
<CAPTION>

                                               Revenues:              Operating Income (loss)         Assets
                                            2000     2001            2000        2001             2000     2001
                                            ----     ----            ----        ----             ----     ----

<S>                                      <C>         <C>             <C>          <C>            <C>        <C>
Loan brokering Corporate. . . . . . .. $ 4,648     $ 3,612         $ (426)      $ (98)         $ 2,675    $ 535
Loan brokering Net Branches . . . . . .      -       6,947              -          25              -         92
Mortgage banking. . . . . . . . . . . .      -         218              -         (19)             -        357
Notary Services . . . . . . . . . . . .     38         188            (37)        (39)             306      217
REIT Management . . . . . . . . . . . .      3          27              3         (48)           1,568      251
                                         ------     -------       ---------    ---------       -------   -------
                                       $ 4,689    $ 10,992           (460)       (179)           4,549    1,452
                                         ======     =======

Amortization and impairment of goodwill                              (123)     (3,489)
Compensatory stock                                                 (1,000)     (2,026)
Corporate                                                            (199)       (700)           322        154
                                                                  ---------    --------       -------    -------
Total                                                             $(1,782)    $(6,394)        $ 4,871     1,606
                                                                  ========   ==========       ========   =======


</TABLE>

                                   F-26
<PAGE>


                         e-NET FINANCIAL.COM CORPORATION
                   Notes to Consolidated Financial Statements




The primary historical activities of AMRES has been brokering retail residential
real  estate  mortgages. AMRES commenced its mortgage banking division in fiscal
2001,  which  currently  has  $2,000,000  in warehouse lines, and funds directly
about  5%  of  the  loans originated by AMRES agents. Loans funded are primarily
second  mortgages  and  subprime  loans.  AMRES  owns  and  operates  four
corporate-owned  branches  in  Long  Beach, Costa Mesa, Riverside, and Palmdale,
California. The significant growth has been from their branch offices, which are
operated by managers for a profit. As of April 2001, over 140 such branches were
producing  over  $40,000,000  in monthly loans. The Company did not evaluate the
performance  of  the  NetBranches  or the mortgage banking operations during the
year  ended  2000.


ExpiDoc  provides  a  loan  document  signing  service,  with available notaries
nationwide.  BravoRealty.com,  which  is  not  affiliated  with  the  now
non-operational  Bravo  Real  Estate, is an internet-based real estate brokerage
which  began  operations  in  January  2001.  Bravorealty.com's  business  model
targets real estate agents as its customers and offers 100% commission retention
for  the  agent,  while charging a minimal fixed fee per closed transaction. The
operations  of  Titus  are  not  significant.

NOTE  14:  SUBSEQUENT  EVENTS

Global  Settlement  of  Debts

On June 26, 2001, e-Net entered into a settlement agreement with EMB Corporation
("EMB"),  AMRES  Holding  LLC,  Vincent Rinehart, and Williams de Broe, PLC (the
"Global  Settlement").  As  part  of  the  Global  Settlement:

i)     e-Net  issued  to  EMB  1,500,000  shares  of  restricted common stock as
consideration  for  EMB's waiver of its registration rights for 7,500,000 shares
of  e-Net  common  stock  already held by EMB.  The shares issued were valued at
$0.14  per share based on 10% discount from the closing price on the date of the
agreement.  The Company will record a settlement expense of $229,500 with regard
to  this  issuance.

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

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

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

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

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

Bridge  Financing

On  or  about  June  27, 2001, the Company entered into an agreement and related
documents  with Laguna Pacific Partners, LLP ("Laguna Pacific"). Under the terms
of  the  agreements, in exchange for $200,000 received by the Company subject to
additional  advances  totaling  $25,000,  from  LagunaPacific,  the  Company:

i)     executed  a  promissory  note in favor of Laguna Pacific in the principal
sum  of  $200,000,  subject to additional advances totaling $25,000,
bearing interest at the rate of 7% per annum, secured by all
the  assets  of  the Company, and payable on the earlier of nine months from its
issuance  date  or  the  date the Company's common stock is listed on the NASDAQ
Small  Cap  market,  and

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

On June 26, 2001, in transactions related to the agreements with Laguna Pacific,
the  Company  formed  a wholly-owned subsidiary, Anza Properties, Inc., a Nevada
corporation  ("Anza"),  which

i)     executed  a Bond Term Sheet with e-Net outlining the proposed terms of an
offering  to  raise  up  to  $5,000,000,

ii)    entered into an employment agreement with an individual beginning thirty
days  from the date of the agreement and ending upon the earlier to occur of the
liquidation  of  the real estate portfolio to be owned by Anza or the completion
of a NASDAQ Small Cap listing by e-Net.  The employment agreement provides for a
salary  of  $20,000  per  month,  payable  only  by  Anza  and  specifically not
guaranteed  of e-Net.  The employee will serve as Anza's Vice President and will
be  a  director  thereof.  In  connection  with  the employment agreement, e-Net
executed  a  stock  option  agreement  which  entitled  Ehrlich to acquire up to
2,000,000  shares  of e-Net common stock at the closing price on the date of the
options  agreement, vesting equally over the 12 months following the date of the
employment  agreement,  and  exercisable only in the event Anza is successful in
raising  a minimum of $2,000,000 in a contemplated $5,000,000 bond offering, and
the  holders  thereof converting at least $2,000,000 of the bonds into equity of
e-Net  (any amounts less than $2,000,000 will be applied, pro-rata, to the total
options  exercisable under the Option Agreement).  The options are subject to an
anti-dilution  provision  in  the event of future issuances of common stock or a
reverse stock split.  The holder in no event can the option holder own more than
10%  of  the issued and outstanding common stock in the event of a reverse stock
split.  The Company will assess the value  of  these  options when the
contingencies are removed in accordance with APB No. 25.



                                      F-27
<PAGE>

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

Employment  Agreement

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

Stock  Issuance

On  June  14,  2001,  Class  C Preferred stockholders exercised their option and
converted  1,616  shares  of  Class  C  Preferred  stock  into  3,741,671 of the
Company's  restricted  common  stock.  These  shares  were  trading at $0.14 per
share.  No  expense  was realized with this transaction.  Also, on July 13, 2001
an  additional  400  shares  of  the Class C were converted at the option of the
shareholders  into  924,992  shares  of  the  Company's restricted common stock.
These  shares   were  trading  at $0.14 per share.  No expense was realized with
regard  to  this  transaction.

Subsequent  to  April  30,  2001  through  August 1, 2001, the Company issued an
aggregate of 600,000 shares of the Company's restricted common stock and a total
of  2,200,000  of  the  Company's  registered  common  stock under a Form S-8 to
consultants.  These  shares were valued at $385,900 and the Company charged this
amount  to  consulting  expense.  Shares  were  issued for business development,
legal,  internal  accounting  and  finance  services,  as  well  as  additional
compensation  to  a  consultant  to  launch  BravoRealty.

On  August 7, 2001, the Company entered into a settlement agreement whereby, the
Company  was  to  issue  a total of 1,500,000 shares of the Company's restricted
common  stock  to  settle  a  dispute  over an amendment of an investing banking
agreement  entered  into  on May 27, 1999 (see Note 10).

As  of  April 30, 2001, the Company had a 10% note payable totaling $150,000. On
July  2,  2001,  the  parties  entered  into  a settlement agreement whereby the
Company  paid  $43,280  of  principal,  issued 325,000 shares of common stock to
reduce  the  note by $63,440, and will pay the remaining $43,280 over ten months
beginning  August  5,  2001,  together  with  interest  at  10%  per  annum.


                                      F-28
<PAGE>