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E-NET FINANCIAL COM CORP
Filed on Aug 16 2001

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.

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.

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 Net Branches during the ten
months ended April 30, 2000 due to their limited operations. 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.

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

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 primarily attributed to the business growth of the operating subsidiaries, names AMRES, as
additional personnel, office space, and other administrative costs are required to handle the
expansion. 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.
Effective in the first quarter of fiscal 2002, 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 below in Note 11 in the
financial statements:

Year Ended April 30, 2001

Costs Shares
Incurred Issued

Financial and Internal

Accounting Services $300,512 630,500

Mergers Acquisitions 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
================== =========

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 claimed
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, and took actions which e-Net has interpreted
by be his assumption of certain liabilities. Management of e-Net is not aware of any claims against
e-Net or its subsidiaries in connection with LoanNet.

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 Bravo Rrealty.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.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used in operating activities was $894,143 and $702,248 and for the year ended 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 in investing activities was $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 ended 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, 2001, 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.

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 a stockholders` 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.

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.

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

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%

Common EMB Corporation (4) 9,000,000 23.3%
Stock 10159 E. 11th Street, Suite 415
Tulsa, Oklahoma 74128

Common Willbro Nominees Ltd. (5) 3,000,000 7.8%
Stock 6 Broadgate
London, EC2M-2RP England

Common All officers and directors as a group 1,182,500 3.0%
Stock (2 persons)

(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.

(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 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).

Preferred Stock
---------------

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

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

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

Series C Keyway Investments, Ltd 4,531 (1) 24.2%
Preferred 19 Mount Havlock
Douglas, Isle of Man
United Kingdom 1M1 2QG

Series C The dotCom Fund, LLC Preferred 666 Dundee Road, Suite 1901

Northbrook, Illinois 60062 2,731 (1) 14.6%

Series C All officers and directors as a group -0- -0-%
Preferred (2 persons)

(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.

[Aborigine]

Kursziel der Aktie in den nächsten 6 - 12 Monaten
von 0,72 - 2,00 E wir damit immer realistischer!

Allen gute Geschäfte und Gruß Aborigine.

[stockmarv]

Koennt ihr diesen Artikel bitte kurz zusammenfassen.
Wodurch ist der "strong buy" begruendet?

Danke

[holdipoldi]

buy buy buy

[bullard]

@ Aborigine,

hab ich ja bisher noch gar nicht gesehen!!

Wie kommst Du denn auf so ein Kursziel, 0,72????

Grübel!

[CoolestGekko]

was ist "super strong bei"

[Dirk_X]

Nur ein kleiner Hinweis:

SOOO kommen wir nie auf Platz Nr.1

CU

[bullard]

@ all,

ich geben auf und verkaufen meinen Shares, dann häng ich mich
tot oder schieß mich auf!!!
Egal, hauptsache es gelingt nicht! Hähä.

tschüüüüüüß

[bullard]

Nein, nun mal ganz im Ernst.

Wer von Euch hat noch ein fünkchen Hoffnung, daß das mit E-net
noch was wird und dies nicht nächstes oder übernächstes Jahr,
sondern in den kommenden Wochen und Monaten?

bullard

[joelu]

ich glaube zwar, daß amada gut recherchiert hat, jedoch hat er vermutlich kurz- und mittelfristig genauso reingepackt wie wir. die ruhe ist gespenstisch. halte lächerliche 5000 stück zu 0,15€. zum glück ist nicht zuviel kapital gebunden. nächste woche kommt bestimmt auch bei uns der handel zum erliegen...

[janolo]

...ähmm...ich,

denn die Hoffnung stirbt zuletzt

Irgend ein "Wert" in meinem Depot muß doch mal
abgehen - nach Norden und nicht nach Süden, wie
immer.

gruß janolo

[Skurczek]

na na na,
jetzt macht euch nihct gleich un die Hose...

ich halte immer noch meine 100.000 stück.
und bin sehr optimistisch dass es dieses jahr noch richtig losgehen wird.

das ist nämlich das amerikanische spiel: erstmal alles runterdrücken und dann wenn mann alle nervös gemacht hat,
bbrrrrrruuummmm..... schieest alles wieder hoch.

ist doch immer so.

tschau

[janolo]

@ Skurczek

Dein Ohr in Gottes Wort....ähmmm...oder so ähnlich

Wäre zu wahr um schön zu sein....

Trotzdem hoffe ich auch noch.

gruß janolo

[Dirk_X]

Kommt alle miteinander, gebt Euch etwas Mühe um auf die 1 zu kommen. Wir wollten uns doch im September an der Ostsee treffen.

Ich denke da ist irgendetwas im Busch...

Kann den Klaus63 seine Kontakt gegenüber Vince nicht wieder einmal spielen lassen um an etwaige Informationen zu kommen. Hat doch bisher immer sehr gut geklappt. So ein wenig Bewegung in den grünen Bereich würde auch an einem Tag strahlenden Sonnenscheins noch für ein Lächeln sorgen.

In diesem Sinne....

CU