<PAGE>   1


    As Filed with the Securities and Exchange Commission on February 2, 2001
                                                             File No. 333-______
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                ----------------

                         E-NET FINANCIAL.COM CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                  Nevada                                  84-1273503
     (State or Other Jurisdiction of                (IRS Employer ID No.)
      Incorporation or Organization)

                         3200 BRISTOL STREET, SUITE 710
                          COSTA MESA, CALIFORNIA 92626
                    (Address of Principal Executive Offices)

                                ----------------

                          2000 Stock Compensation Plan
                            (Full Title of the Plan)

                                ----------------

                           VINCENT RINEHART, PRESIDENT
                           E-NET FINANCIAL CORPORATION
                         3200 BRISTOL STREET, SUITE 710
                          COSTA MESA, CALIFORNIA 92626
                     (Name and Address of Agent for Service)

                                 (714) 557-2222
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
=================================================================================================================
                                                                   PROPOSED          PROPOSED
              TITLE OF SECURITIES                     AMOUNT       MAXIMUM           MAXIMUM         AMOUNT OF
                    TO BE                              TO BE     OFFERING PRICE     AGGREGATE       REGISTRATION
                  REGISTERED                         REGISTERED    PER SHARE      OFFERING PRICE        FEE
-----------------------------------------------------------------------------------------------------------------
<S>                                                  <C>         <C>              <C>               <C>
Common Stock......................................   1,000,000     $0.46(1)        $460,000.00        $115.00

TOTAL.............................................   1,000,000        NA           $__________        $______
=================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) under the Securities Act of 1933, as
amended and based upon an average of the high and low prices reported on the
Nasdaq Over The Counter Bulletin Board on February 1, 2001.

================================================================================

<PAGE>   2

EXPLANATORY NOTE

        E-Net Financial.Com Corporation ("E-Net") files this registration
statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act"), to register an additional 1,000,000
shares of stock, $.001 par value, to be issued to certain selling shareholders
that are employees or consultants who have been issued shares of E-Net's common
stock pursuant to the company's stock compensation plan. The Registrant has
previously filed registration statements on Form S-8 to register an initial
1,000,000 shares of stock and an additional 1,000,000 shares of stock and those
registration statements, Commission File Nos. 0-24512 and 333-95407, are
incorporated herein by reference.

               Under cover of this Form S-8 is a Reoffer Prospectus that E-Net
has prepared in accordance with Part I of Form S-3 under the 1933 Act. The
Reoffer Prospectus may be utilized for reofferings and resales of up to
1,000,000 shares of common stock acquired by the selling shareholders.


                                       2
<PAGE>   3

                               REOFFER PROSPECTUS

                         E-NET FINANCIAL.COM CORPORATION
                         3200 BRISTOL STREET, SUITE 700
                          COSTA MESA, CALIFORNIA 92626
                                 (714) 557-2222

                        1,000,000 SHARES OF COMMON STOCK

        The shares of common stock, $.001 par value, of E-Net Financial.Com
Corporation ("E-Net" or the "Company") offered hereby (the "Shares") will be
sold from time to time by the individuals listed under the Selling Shareholders
section of this document (the "Selling Shareholders"). The Selling Shareholders
acquired the Shares pursuant to the Company's 2000 Stock Compensation Program
for employment or consulting services that the Selling Shareholders provided to
E-Net.

        The sales may occur in transactions on the Nasdaq over-the-counter
market at prevailing market prices or in negotiated transactions. E-Net will not
receive proceeds from any of the sale of the Shares. E-Net is paying for the
expenses incurred in registering the Shares.

        The Shares are "restricted securities" under the Securities Act of 1933
(the "1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future sales by the Selling Shareholders to the public
through compliance with Rule 144. To the knowledge of the Company, the Selling
Shareholders have no arrangement with any brokerage firm for the sale of the
Shares. The Selling Shareholders may be deemed to be an "underwriter" within the
meaning of the 1933 Act. Any commissions received by a broker or dealer in
connection with resales of the Shares may be deemed to be underwriting
commissions or discounts under the 1933 Act.

        E-Net's common stock is currently traded on the Nasdaq Over-the-Counter
Bulletin Board under the symbol "ENNT." The common stock is also listed on the
Berlin Stock Exchange under the symbol "ENNT.DE."

                            -------------------------

        This investment involves a high degree of risk. Please see "Risk
Factors" beginning on page 12. Certain statements contained in this Prospectus,
including, without limitation, statements containing the words "believes,"
"anticipates," "estimates," "expects," and words of similar import, constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements relate to our future plans,
objectives, expectations and intentions. In evaluating these statements, you
should consider the various factors identified in "Risk Factors" section
contained herein, which identify important considerations that could cause
actual results to differ materially from those contained in the forward-looking
statements. Such forward-looking statements speak only as of the date the
statement is made, and the forward-looking information and statements should not
be regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                           --------------------------

                                February 1, 2001


                                       3
<PAGE>   4

                                TABLE OF CONTENTS


<TABLE>
<S>                                                                        <C>
Where You Can Find More Information.......................................  4
Incorporated Documents....................................................  4
The Company...............................................................  5
Risk Factors.............................................................. 12
Use of Proceeds........................................................... 19
Selling Shareholders...................................................... 19
Plan of Distribution...................................................... 20
Legal Matters............................................................. 20
</TABLE>

        You should only rely on the information incorporated by reference or
provided in this Reoffer Prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this Reoffer Prospectus or any supplement is
accurate as of any date other than the date on the front of this Reoffer
Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

        We are required to file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act"). You may read and copy any reports, statements or other information
we file at the SEC's Public Reference Rooms at: (i) 450 Fifth Street, N.W.,
Washington, D. C. 20549; and (ii) Seven World Trade Center, 13th Floor, New
York, N.Y. 10048. Please call the SEC at 1-800-SEC-0330 for further information
on the Public Reference Rooms. Our filings are also available to the public from
commercial document retrieval services and the SEC website (http://www.sec.gov)
 .

INCORPORATED DOCUMENTS

        The SEC allows us to "incorporate by reference" information into this
Reoffer Prospectus, which means that E-Net can disclose important information to
you by referring to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus. The following documents previously filed with the Securities and
Exchange Commission are incorporated herein by reference:

        (a) Our Annual Report on Form 10-KSB for the fiscal year ended April 30,
        2000;

        (b) Our Quarterly Reports on Form 10-QSB for the fiscal quarters ended
        July 31, 2000 and October 31, 2000; and

        (c) Our Reports on Form 8-K dated March 5, 1999, January 27, 2000,
        February 25, 2000, March 8, 2000, March 31, 2000 and April 19, 2000, as
        later amended.

        (d) All documents subsequently filed by us pursuant to Sections 13(a),
        13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
        prior to the filing of a post-effective amendment which indicates that
        all securities offered have been sold or which deregisters all
        securities then remaining unsold, shall be deemed to be incorporated
        herein by reference and to be part hereof from the date of filing of
        such documents.

        We will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
Investors Relations at our executive offices, located at 3200 Bristol Street,
Suite 700, Costa Mesa, California 92626. Our telephone number is (714) 557-2222.
Our corporate Web site address is http://www.e-netfinancial.com.


                                       4
<PAGE>   5

                                   THE COMPANY

General

        E-Net Financial Corporation, f/k/a E-Net Corporation and Suarro
Communications, Inc. (the "Company") was incorporated on August 18, 1988, under
the laws of the State of Nevada to engage in any lawful corporate undertaking.
On July 11, 1994 we submitted our Form 10-SB to the Securities and Exchange
Commission, which was declared effective on December 22, 1994, at which time we
became a reporting company under Section 12(g) of the 1934 Securities and
Exchange Act. On August 16, 1996 the we changed our name to Suarro
Communications, Inc., and on February 12, 1999 and May 12, 1999, respectively,
we changed our name to E-Net Corporation and E-Net Financial Corporation. More
recently, we changed our name to E-Net. Com Corporation on January 18, 2000, and
most recently, effective February 2, 2000, we changed our name to E-Net
Financial.Com Corporation.

Change in Control

        Effective March 1, 1999 we acquired E-Net Mortgage Corporation, a Nevada
Corporation, and City Pacific International, U.S.A., Inc., a Nevada corporation
(currently known as "VPNCOM.NET"), in exchange for 2,500,000 restricted shares
of common stock of the Company (allocated 2 million shares for the mortgage
company and 500,000 shares for City Pacific). Pursuant to the Share Exchange
Agreement and Plan of Reorganization dated March 1, 1999, we issued these shares
in exchange for all of the issued and outstanding shares of both entities. E-Net
Mortgage and City Pacific were then operated as our wholly owned subsidiaries.
Members of our Board of Directors prior to the acquisitions resigned and a new
set of directors and officers was elected.

Recent Activities

        On November 29, 1999, we issued Paul Stevens 250,000 shares of our
common stock in exchange for Mr. Stevens' transfer to us 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, we 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, we issued our
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 the closing of the acquisitions, VPN Partners was
integrated with VPNCOM.NET.

        On March 1, 2000, we sold VPNCOM.NET to E. G. Marchi, its 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 our common stock owned by Mr. Marchi.

        On January 12, 2000, as revised on April 12, 2000, we entered into an
agreement (the "Amended and Restated Purchase Agreement") with EMB to acquire
two of its wholly owned subsidiaries, i.e., American Residential Funding, Inc.,
a Nevada corporation ("AMRES"), and Bravo Real Estate, Inc., a California
corporation ("Brave Real Estate"). We also acquired all of EMB's rights to
acquire Titus Real Estate LLC, a California limited liability company
("Titus")from its record owners. Titus is the management company for Titus
Capital Corp., Inc., a California real estate investment trust (the "Titus
REIT").

        On April 12, 2000, we acquired AMRES and Bravo Real Estate. Pursuant to
the Amended and Restated Purchase Agreement, we issued 7.5 million shares of
Common Stock to EMB, paid $1,595,000, and issued our promissory note in the
initial amount of $2,405,000, and AMRES and Bravo Real Estate became our wholly
owned subsidiaries. As of January 29, 2001, the remaining principal balance of
the promissory note was $1,066,022.

        On February 11, 2000, we executed a Membership Interest purchase
agreement (the "Titus Purchase Agreement") for the acquisition of Titus and
issued 100,000 shares of our Class B Convertible Preferred Stock (the "B
Preferred") to AMRES Holdings LLC ("AMRES Holdings"), a company controlled by
Vincent Rinehart, and 300,000 shares of our common stock to Scott A. Presta, in
their capacities as the owner-members of Titus. Upon closing, Titus became our
wholly owned subsidiary.

        On April 12, 2000, in accordance the provisions of the Certificate of
Designations, Preferences and Rights of Class B


                                       5
<PAGE>   6

Convertible Preferred Stock, AMRES Holdings demanded that its B Preferred be
repurchased by the Company for an aggregate of one million dollars. On April 20,
2000, the Company, AMRES Holdings, and Mr. Presta amended the Titus Purchase
Agreement to provide for a potential return of certain of the Company's capital
stock issued to AMRES Holdings and Mr. Presta upon the occurrence of certain
events. See Note 3 to the Audited Consolidated Financial Statements for the ten
months ended April 30, 2000, the year ended June 30, 1999 and the period from
Inception to June 30, 1998 for further discussion.

        On April 12, 2000, James E. Shipley was elected Chairman of our Board of
Directors of the Company and Vincent Rinehart was elected a Director, President,
and Chief Executive Officer. Mr. Rinehart also serves as President of AMRES and
Bravo Real Estate and an executive officer and director of Titus. On May 24,
2000, Vincent Rinehart and Jean Oliver, the sole remaining officers and
directors of prior management, resigned their remaining positions. On that date,
Mr. Presta, an executive officer and director of Titus, was elected a Director
and Secretary and James M. Cunningham, President of LoanNet Mortgage, Inc., a
Kentucky corporation ("LoanNet"), was elected a Director. On June 26, 2000,
Kevin Gadawski, an independent consultant, was elected our Acting Chief
Financial Officer.

        On February 14, 2000, we acquired all of the common stock of LoanNet , a
mortgage broker with offices in Kentucky and Indiana. Pursuant to the Stock
Purchase Agreement, dated February 14, 2000, we issued 250,000 shares of our
Common Stock to the selling shareholders of LoanNet, which became our
subsidiary. 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.

        On March 17, 2000, we 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, we issued 24,000 shares of our
common stock to the selling shareholders of ExpiDoc, which became our wholly
owned subsidiary. As of the closing of the acquisition, we entered into
management and consulting agreements with ExpiDoc's owners and management,
including Messrs. Rinehart and Presta.

Operations as a Residential Mortgage Lender (E-Net Mortgage)

        General

        Through our wholly owned subsidiary, E-Net Mortgage, we have 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 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 Net Branch operations. In addition, LoanNet will
operate as a retail mortgage broker in the central and southern regions of the
United States.

        Loan Standards

        Mortgage loans made by AMRES or LoanNet are 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,
generally, 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, as of the date of the loan, 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.

        The mortgage loans are "one- to four-family" mortgage loans, which means
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.


                                       6
<PAGE>   7

        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 $1,000,000 may be funded through their own wholesale credit lines or by
brokering such loans 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 us. For certain
mortgage loans which may be subject to a mortgage pool insurance policy, we may
delegate to the issuer of the mortgage pool insurance policy the responsibility
of underwriting such mortgage loans, in accordance with our credit appraisal and
underwriting standards. In addition, we may delegate to one or more lenders the
responsibility of underwriting mortgage loans offered to us by such lenders, in
accordance with our credit, appraisal and underwriting loans.

        Our 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, we 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, we may make mortgage loans 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 we
would otherwise require. Currently, only mortgage loans with certain
loan-to-value ratios will qualify for the Limited Documentation Origination
Program. If the mortgage loan qualifies, we waive some of its documentation
requirements and eliminate 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.

        Our underwriting standards generally follow guidelines acceptable to
FNMA ("Fannie Mae") and FHLMC ("Freddie Mac"). Our 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.

        Certain states where the mortgaged properties may be located are
"anti-deficiency" states, where, in general, lenders providing credit on one to
four-family properties must look solely to the property for repayment in the
event of foreclosure. See "Certain Legal Aspects of the Mortgage
Loans-Anti-Deficiency Legislation and Other Limitations on Lenders". Our
underwriting standards in all states (including anti-deficiency states) require
that the underwriting officers be satisfied that the value of the property being
financed, as indicated by the independent appraisal, currently supports and is
anticipated to support in the future the outstanding loan balance, and provides
sufficient value to mitigate the effects of adverse shifts in real estate
values.

        Each mortgage broker agrees to indemnify us against any loss or
liability incurred by us on account of any breach of any representation or
warranty made by the borrower, any failure to disclose any matter that makes any
such representation and warranty misleading, or any inaccuracy in information
furnished by our borrower. Upon the breach of any misrepresentation or warranty
made by a borrower, we may require the mortgage broker to repurchase the related
mortgage loan.

        Title Insurance Policies

        We 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.


                                       7
<PAGE>   8

Certain Legal Aspects of Mortgage Loans

        General

        The mortgages originated by us and our licensed affiliates are either
mortgages or deeds of trust, depending upon the prevailing practice in the state
in which the property subject to a mortgage loan is located. A mortgage creates
a lien upon the real property encumbered by the mortgage. It does not,
generally, have priority over liens for real estate taxes and assessments.
Priority between mortgages depends on their terms and generally on the order of
filing with a state or county office. There are two parties to a mortgage, the
mortgagor, who is the borrower and homeowner (the "Mortgagor"), and the
mortgagee, who is the lender. Under the mortgage instrument, the Mortgagor
delivers to the mortgagee a note or bond and the mortgage. Although a deed of
trust is similar to a mortgage, a deed of trust formally has three parties, the
borrower-homeowner called the trustor (similar to a Mortgagor), a lender
(similar to a mortgagee) called the beneficiary, and a third-party grantee
called the Trustee. Under a deed of trust, the borrower grants the property,
irrevocably until the debt is paid, in trust, generally with a power of sale, to
the Trustee to secure payment of the obligation. The Trustee's authority under a
deed of trust and the mortgagee's authority under a mortgage are governed by
law, the express provisions of the deed of trust or mortgage, and, in some
cases, the directions of the beneficiary.

        Foreclosure

        Foreclosure of a deed of trust is generally accomplished by a
non-judicial Trustee's sale under a specific provision in the deed of trust
which authorizes the Trustee to sell the property to a third party upon any
default by the borrower under the terms of the note or deed of trust. In some
states, the Trustee must record a notice of default and send a copy to the
borrower-trustor and to any person who has recorded a requests for a copy of a
notice of default and notice of sale. In addition, the Trustee must provide
notice in some states to any other individual having an interest in the real
property, including any "junior lienholders". The borrower, or any other person
having a junior encumbrance on the real estate, may, during a reinstatement
period, cure the default by paying the entire amount in arrears, plus the costs
and expenses incurred in enforcing the obligation. Generally, state laws require
that a copy of the notice of sale be posted on the property and sent to all
parties having an interest in the real property.

        Foreclosure of a mortgage is generally accomplished by judicial action.
The action is initiated by the service of legal pleadings upon all parties
having an interest in the real property. Delays in completion of the foreclosure
may occasionally result from difficulties in locating necessary parties.
Judicial foreclosure proceedings are often not contested by any of the parties.
However, even when the mortgagee's right to foreclose is contested, the court
generally issues a judgment of foreclosure and appoints a referee or other court
officer to conduct the sale of the property.

        In the case of foreclosure under either a mortgage or a deed of trust,
the sale by the referee or other designated officer or by the Trustee is a
public sale. However, because of the difficulty a potential buyer at the sale
would have in determining the exact status of title and because the physical
condition of the property may have deteriorated during the foreclosure
proceedings, it is uncommon for a third party to purchase the property at the
foreclosure sale. Rather, it is common for the lender to purchase the property
from the Trustee or referee for an amount equal to the principal amount of the
mortgage or deed of trust, accrued and unpaid interest and the expense of
foreclosure. Thereafter, the lender will assume the burdens of ownership,
including obtaining casualty insurance and making such repairs at its own
expense as are necessary to render the property suitable for sale. The lender
will commonly obtain the services of a real estate broker and pay the broker's
commission in connection with the sale of the property. Depending upon market
conditions, the ultimate proceeds of the property may not equal the lender's
investment in the property. Any loss may be reduced by the receipt of any
mortgage insurance proceeds.

        Rights of Redemption

        In some states, after sale pursuant to a deed of trust or foreclosure of
a mortgage, the borrower and foreclosed junior lienors are given a statutory
period in which to "redeem" the property from the foreclosure sale. In some
states, redemption may occur only upon a payment of the entire principal balance
of the loan, accrued interest and expenses of foreclosure. In other states,
redemption may be authorized if the former borrower pays only a portion of the
sums due. The effect of a statutory right of redemption is to diminish the
ability of the lender to sell the foreclosed property. The rights of redemption
would defeat the title of any purchaser from the lender subsequent to
foreclosure or sale under a deed of trust. Consequently, the practical effort of
the redemption right is to force the lender to retain the property and pay the
expenses of ownership until the redemption period has expired.


                                       8
<PAGE>   9

        Anti-Deficiency Legislation and Other Limitations on Lenders

        Certain states have imposed statutory prohibitions which limit the
remedies of a beneficiary under a deed of trust or a mortgage. In some states,
statutes limit the right of the beneficiary or mortgagee to obtain a deficiency
judgment against the borrower following foreclosure or sale under a deed of
trust. A deficiency judgment would be a personal judgment against the former
borrower equal in most cases to the difference between the net amount realized
upon the public sale of the real property and the amount due to the lender.
Other statutes require the beneficiary or mortgagee to exhaust the security
afforded under a deed of trust or mortgage by foreclosure in an attempt to
satisfy the full debt before bringing a personal action against the borrower.
Finally, other statutory provisions limit any deficiency judgment against the
former borrower following a judicial sale to the excess of the outstanding debt
over the fair market value of the property at the time of the public sale. The
purpose of these statutes is generally to prevent a beneficiary or a mortgagee
from obtaining a large deficiency judgment against the former borrower as a
result of low or no bids at the judicial sale.

        In addition to laws limiting or prohibiting deficiency judgments,
numerous other statutory provisions, including the federal bankruptcy laws and
state laws affording relief to debtors, may interfere with or affect the ability
of a secured mortgage lender to realize upon collateral and/or enforce a
deficiency judgment. For example, with respect to federal bankruptcy law, a
court with federal bankruptcy jurisdiction may permit a debtor through his or
her Chapter 11 or Chapter 13 rehabilitative plan to cure a monetary default in
respect of a mortgage loan on a debtor's residence by paying arrears within a
reasonable time period and reinstating the original mortgage loan payment
schedule even though the lender accelerated the mortgage loan and final judgment
of foreclosure had been entered in state court (provided no sale of the
residence had yet occurred) prior to the filing of a debtor's petition. Some
courts with federal bankruptcy jurisdiction have approved plans based on the
particular facts of the reorganization case, that effected the curing of a
mortgage loan default by paying arrearages over a number of years.

        Courts with federal bankruptcy jurisdiction have also indicated that the
terms of a mortgage loan secured by property of the debtor may be modified.
These courts have suggested that such modification may include reducing the
amount of each monthly payment, changing the rate of interest, altering the
repayment schedule, and reducing the lender's security interest to the value of
the residence, thus leaving the lender a general unsecured creditor for the
difference between the value of the residence and the outstanding balance of the
loan.

        The Internal Revenue Code of 1986, as amended, provides priority to
certain tax liens over the lien of a mortgage. In addition, substantive
requirements are imposed upon mortgage lenders in connection with the
origination and the servicing of mortgage loans by numerous Federal and some
state consumer protection laws. These laws include the federal Truth-In-Lending
Act, Real Estate Settlement Procedures Act, Equal Credit Opportunity Act, Fair
Credit Billing Act, Fair Credit Reporting Act, and related statutes. These
federal laws impose specific statutory liabilities upon lenders who originate
mortgage loans and who fail to comply with the provisions of the law. In some
cases, this liability may affect assignees of the mortgage loans.

        Enforceability of Certain Provisions

        Certain of the mortgage loans contain due-on-sale clauses. These clauses
permit the lender to accelerate the maturity of the loan if the borrower sells,
transfer or conveys the property. The enforceability of these clauses has been
the subject of legislation and litigation in many states, and in some cases the
clauses have been upheld, while in other cases their enforceability has been
limited or denied.

        Upon foreclosure, courts have imposed general equitable principles.
These equitable principles are generally designed to relieve the borrower from
the legal effect of a default under the loan documents. Examples of judicial
remedies that have been fashioned include judicial requirements that the lender
undertake affirmative and expensive actions to determine the causes for the
borrower's default and the likelihood that the borrower will be able to
reinstate the loan. In some cases, courts have substituted their judgment for
the lender's judgment and have required that lenders reinstate loans or recast
payment schedules in order to accommodate borrowers who are suffering from
temporary financial disability. In other cases, courts have limited the right of
the lender to foreclose if the default under the mortgage instrument is not
monetary, such as the borrower failing to maintain the property adequately or
the borrower executing a second mortgage or deed of trust affecting the
property. Finally, some courts have been faced with the issue of whether federal
or state constitutional provisions reflecting due process concerns for adequate
notice require that borrowers under deeds of trust or mortgages receive notices
in addition to the statutorily-prescribed minimum. For the


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<PAGE>   10

most part, these cases have upheld the notice provision as being reasonable or
have found that the sale by a trustee under a deed of trust, or under a mortgage
having a power of sale, does not involve sufficient state action to afford
constitutional protections to the borrowers.

        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.

        Mortgage Software and Technology

        AMRES currently uses loan origination software developed by an
independent third party, which is accessible by our company-owned offices and at
Net 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 Net Branch offices around-the-clock
access to the system. Loan officers can also access the AMRES Intranet utilizing
Intel(R) Corporation's ProShare(R) video conferencing system which permits the
loan officer or borrower to see and talk directly to an underwriting staff
member or other individuals involved in the mortgage loan transaction.

        Customer Service and Support

        Our customer service and support organization provides Net Branch owners
with on-line technical support, training, consulting and implementation
services. These services consist of the following:

-  Customer education and training; we offer training courses designed to meet
   the needs of end users, integration experts and system administrators. The
   Company 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 to Net Branch
   for these services.

-  System maintenance and support; we offer 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.

-  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.


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<PAGE>   11

Sales and Marketing

        As of January 29, 2001, we marketed and sold our mortgage banking
services primarily through a direct sales force based in Costa Mesa, California.
Our sales and marketing organization consisted of approximately 5 employees as
of November 15, 2000. We market our mortgage loan products through our four
company-owned offices in Southern California and approximately 83 Net Branch
offices in California, Georgia, Oklahoma, Nevada, Tennessee, Washington, Arizona
and Florida. LoanNet also maintains offices in Bowling Green, Kentucky,
Louisville, Kentucky and Indianapolis, Indiana. Our sales efforts to market our
Net Branch opportunities are located primarily in our Costa Mesa, California
headquarters office.

Employees

        As of January 29, 2001, we employed a total of 55 persons. Of the total,
2 officers and 2 employees were employed at our principal executive offices in
Costa Mesa, California, all of whom were in finance and administration. There
were 51 employees of our subsidiaries, of whom 36 were engaged in sales and
marketing and 15 in finance and administration. None of our employees is
represented by a labor union with respect to his or her employment.

Internet Presence

        We have, since our reorganization in 1999, maintained a Website on the
Internet. Our corporate website underwent an update in October of 2000. The
website now features direct access to our press releases and announcements, a
link to stock price and investor information, and a link to public filings made
with the Securities and Exchange Commission on its EDGAR database. Future
upgrades are planned to provide interactive customer and investor features.

Facilities

        Our principal place of business is in Costa Mesa, California, where we
lease an approximately 4,500 square foot facility for $126,000 per annum
(subject to usual and customary adjustments). This location houses our corporate
finance and administration functions. ExpiDoc and the Costa Mesa office of AMRES
also lease space at this facility on a month-to-month basis for $1,000 and
$4,000, respectively.

        AMRES leases additional facilities in the following locations: Long
Beach, California (month-to-month, $3,450 per month); Menifee, California
(month-to-month, $2,236 per month); Palmdale, California (month-to-month,
$1,911 per month), and Riverside, California (term expiring in 2003, $2,117
per month).

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


                                       11
<PAGE>   12

                                  RISK FACTORS

In this section we highlight some of the risks associated with our business and
operations. Prospective investors should carefully consider the following risk
factors when evaluating an investment in the common stock offered by this
Reoffer Prospectus.

WE HAVE INCURRED SUBSTANTIAL OPERATING LOSSES AND OUR AUDITORS HAVE ISSUED A
"GOING CONCERN" AUDIT OPINION

        Our consolidated financial statements filed with the United States
Securities and Exchange Commission have been prepared assuming that we will
continue as a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. Our auditors have
expressed reservations in their audit letter for the fiscal year ended April 30,
2000 about our ability to continue as a going concern. As discussed in our
financial statements, we have incurred significant operating losses in our most
recent fiscal year and have a working capital deficit and negative tangible net
worth.

YOU MAY BE UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT PURPOSES
BECAUSE OUR BUSINESSES HAVE EXISTED FOR ONLY A SHORT PERIOD OF TIME

        We began our current operations in March 1999. As a result, we have only
a limited operating history upon which you may evaluate our business and
prospects. In addition, you must consider our prospects in light of the risks
and uncertainties encountered by companies in an early stage of development in
new and rapidly evolving markets. We had no revenues from operations prior to
the acquisition of our E-Net Mortgage and VPN subsidiaries in March 1999. In
addition, we had no significant assets or financial resources prior to these
acquisitions. The success of the our proposed plan of operation will depend to a
great extent on the operations, financial condition and management of these
recently acquired subsidiaries. Our ability to integrate these subsidiaries'
activities into our consolidated operations is uncertain. The success of our
operations may be dependent upon numerous factors beyond our control. No person
should invest in this offering unless they can afford to lose their entire
investment.

OUR FUTURE REVENUES ARE UNPREDICTABLE AND OUR OPERATING RESULTS ARE LIKELY TO
FLUCTUATE FROM QUARTER TO QUARTER

        Our quarterly and annual operating results have fluctuated in the past
and are likely to fluctuate significantly in the future due to a variety of
factors, some of which are outside of our control. Accordingly, we believe that
period-to-period comparisons of our results of operations are not meaningful and
should not be relied upon as indications of future performance. Some of the
factors that could cause our quarterly or annual operating results to fluctuate
include market acceptance of our mortgage services and systems, business
development, ability to originate and process mortgage loans, and competitive
pressures.

THE MORTGAGE LENDING BUSINESS IS AFFECTED BY INTEREST RATES AND OTHER FACTORS
BEYOND OUR CONTROL

        The results of our operations will be affected by various factors, many
of which are beyond our control. The results of our operations will depend,
among other things, on the level of net cash flows generated by our mortgage
assets and the supply of and demand for mortgage loans. Our net cash flows will
vary as a result of changes in interest rates, the behavior of which involves
various risks and uncertainties as set forth below. Prepayment rates and
interest rates depend upon the nature and terms of the mortgage assets, the
geographic location of the properties securing the mortgage loans, conditions in
financial markets, the fiscal and monetary policies of the United States
government and the Board of Governors of the Federal Reserve System,
international economic and financial conditions, competition and other factors,
none of which can be predicted with any certainty. Because interest rates will
significantly affect our activities, our operating results will depend, in large
part, upon our ability to utilize appropriate strategies to maximize returns
while attempting to minimize risks.

MORTGAGE LOANS ARE SUBJECT TO THE RISK OF DEFAULT BY BORROWERS AND CERTAIN
INHERENT RISKS RELATED TO REAL ESTATE

        Mortgage loans are subject to varying degrees of risk, including the
risk of a default by the borrowers on a mortgage loan, and the added
responsibility on our part of foreclosing in order to protect its investment.
The ability of the borrowers to make payments on non-single-family mortgage
loans is highly dependent on the borrowers' ability to manage and sell,
refinance or otherwise dispose of the properties and will be dependent upon all
the risks generally associated with real estate investments which are beyond our
control. We must rely on the experience and ability of the borrowers to manage,
develop and dispose of or refinance the properties. Investing in real estate is
highly competitive and is subject to numerous inherent risks, including, without
limitation, changes in general or local economic conditions, neighborhood values
and interest rates, limited availability of mortgage funds


                                       12
<PAGE>   13

which may render the sale or refinancing of the properties difficult, increases
in real estate taxes, other operating expenses, the supply and demand for
properties of the type involved, toxic and hazardous wastes, environmental
considerations, zoning laws, entitlements, rent control laws, other governmental
rules and fiscal policies and acts of God, such as floods, which may result in
uninsured losses.

WE MAY NOT DIVERSIFY OUR PORTFOLIO OF MORTGAGE LOANS

        Our mortgage loans may be obligations of a limited number of borrowers
on a limited number of properties. The lack of diversity in the type, number and
geographic location of mortgage loans made could materially increase the risk of
an investment in the Common Stock. IN THE EVENT WE ARE NOT SUCCESSFUL IN
SECURITIZING MORTGAGE LOANS, WE WILL CONTINUE TO BEAR THE RISKS OF BORROWER
DEFAULTS AND BANKRUPTCIES, FRAUD LOSSES AND SPECIAL HAZARD LOSSES.

        We may acquire and accumulate mortgage loans as part of its long-term
investment strategy or until a sufficient quantity has been acquired for
securitization into mortgage-backed securities. There can be no assurance that
we will be successful in securitizing mortgage loans. While holding mortgage
loans, we will be subject to risks of borrower defaults and bankruptcies, fraud
losses and special hazard losses. In the event of any default under mortgage
loans held by us, we will bear the risk of loss of principal to the extent of
any deficiency between the value of the mortgage collateral and the principal
amount of the mortgage loan. It may not be desirable, possible or economic for
us to complete the securitization of any or all mortgage loans which we acquire
or fund, in which case we will continue to hold the mortgage loans and bear the
risks of borrower defaults and special hazard losses.

        Mortgage loans invested in by us will be secured by the properties and
will also be a recourse obligation of the borrower. In the event of a default,
we would be able to look to the borrower to make up any deficiency between the
value of the collateral and the principal amount of the mortgage loan.

        It is expected that when we acquire mortgage loans, the sellers will
represent and warrant to us that there has been no fraud or misrepresentation
with respect to the origination of the mortgage loans and will agree to
repurchase any loan with respect to which there is fraud or misrepresentation.
There can be no assurance that we will be able to obtain the repurchase
agreement from the sellers. Although we may have recourse to the sellers based
on the sellers' representations and warranties to us, we will be at risk for
loss to the extent the sellers do not perform their repurchase obligations.

        We may acquire mortgage loans from failed savings and loan associations
or banks through United States government agencies such as the Resolution Trust
Corporation or the Federal Deposit Insurance Corporation. These institutions do
not provide the seller's typical representations against fraud and
misrepresentation. We intend to acquire third party insurance, to the extent
that it is available at a reasonable price, for such risks. In the event we are
unable to acquire such insurance, we would be relying solely on the value of the
collateral underlying the mortgage loans. Accordingly, we will be subject to a
greater risk of loss on obligations purchased from these institutions.

        Since April, 1999, our growth in originating loans has been significant.
In light of this growth, our historical financial performance may be of limited
relevance in predicting future performance. Also, the loans we originate have
been outstanding for a relatively short period of time. Consequently, our
delinquency and loss experience to date may not be indicative of future results.
It is unlikely we will be able to maintain delinquency and loan loss ratios at
their present levels to the extent that our loan portfolio becomes more seasoned
and are not resold by us.

TO THE EXTENT THAT WE ARE UNABLE TO MAINTAIN AN ADEQUATE WAREHOUSE LINE OF
CREDIT, WE MAY HAVE TO CURTAIL LOAN ORIGINATION AND PURCHASING ACTIVITIES

        We rely significantly upon our access to warehouse credit facilities in
order to fund new originations and purchases. We have a $1,000,000 warehouse
line of credit with FirstPlus Bank and a $1,000,000 warehouse line of credit
with First Collateral Services. We expect to be able to maintain its existing
warehouse line of credit (or to obtain replacement or additional financing) as
the current arrangements expire or become fully utilized; however, there can be
no assurance that such financing will be obtainable on favorable terms, if at
all. To the extent we are unable to maintain an adequate warehouse line of
credit, we may have to curtail loan origination and purchasing activities, which
could have a material adverse effect on our operations and financial condition.


                                       13
<PAGE>   14

VARIATIONS IN MORTGAGE PREPAYMENTS MAY CAUSE CHANGES IN OUR NET CASH FLOWS

        Mortgage prepayment rates vary from time to time and may cause changes
in the amount of our net cash flows. To the extent that prepayments occur, the
yield on our mortgage loans would be affected as well as our net cash flows.
Prepayments of adjustable-rate mortgage loans included in or underlying
mortgage-backed securities generally increase when then-current mortgage
interest rates fall below the interest rates on such adjustable-rate mortgage
loans. Conversely, prepayments of such mortgage loans generally decrease when
then-current mortgage interest rates exceed the interest rate on the mortgage
loans included in or underlying such mortgage-backed securities. Prepayment
experience also may be affected by the geographic location of the properties
securing the mortgage loans included in or underlying mortgage-backed
securities, the assumability of such mortgage loans, the ability of the borrower
to convert to a fixed-rate loan, conditions in the housing and financial markets
and general economic conditions.

OUR PORTFOLIO OF MORTGAGE LOANS MAY INCLUDE PRIVATELY ISSUED PASS-THROUGH
CERTIFICATES WHICH ARE TYPICALLY NOT GUARANTEED BY THE UNITED STATES GOVERNMENT

        We may include privately issued pass-through certificates backed by
pools of adjustable-rate single family and multi-family mortgage loans and other
real estate-backed mortgage loans in its investment portfolio. Because principal
and interest payments on privately issued pass-through certificates are
typically not guaranteed by the United States government or an agency of the
United States government, such securities generally are structured with one or
more types of credit enhancement. Such forms of credit enhancement are
structured to provide protection against risk of loss due to default on the
underlying mortgage loan, or bankruptcy, fraud and special hazard losses, such
as earthquakes. Typically, third parties insure against these types of losses,
and we would be dependent upon the credit worthiness of the insurer for
credit-rating, claims paying ability of the insurer and timeliness of
reimbursement in the event of a default on the underlying obligations.
Furthermore, the insurance coverage for various types of losses is limited in
amount, and losses in excess of the limitation would be our responsibility.

        We may also purchase mortgage loans issued by GNMA, FNMA or FHLMC. Each
of these entities provides guarantees against risk of loss for securities issued
by it. In the case of GNMA, the timely payment of principal and interest on its
certificates is guaranteed by the full faith and credit of the United States
government. FNMA guarantees the scheduled payments of interest and principal and
the full principal amount of any mortgage loan foreclosed or liquidated on its
obligations. FHLMC guarantees the timely payment of interest and ultimate
collection of principal on its obligations, while with respect to certificates
issued by FNMA and FHLMC, payment of principal and interest of such certificates
are guaranteed only by the respective entity and not by the full faith and
credit of the United States government.

WE ARE DEPENDENT UPON INDEPENDENT MORTGAGE BROKERS AND OTHERS, NONE OF WHOM IS
CONTRACTUALLY OBLIGATED TO DO BUSINESS WITH US

        We depend in part on independent mortgage brokers, financial
institutions, realtors(R) and mortgage bankers for our originations and
purchases of mortgage loans. Our competitors also seek to establish
relationships with such independent mortgage brokers, financial institutions,
realtors(R) and mortgage bankers, none of whom is contractually obligated to
continue to do business with us. In addition, we expect the volume of wholesale
loans that it originates and purchases to increase. Our future results may
become more exposed to fluctuations in the volume and cost of its wholesale
loans resulting from competition from other originators and purchasers of such
loans, market conditions and other factors.

WE WILL HAVE LITTLE CONTROL OVER THE OPERATIONS OF THE PASS-THROUGH ENTITIES IN
WHICH WE MAY PURCHASE INTERESTS

        If we purchase interests in various pass-through entities, it will
itself be in the position of a "holder" of shares of such entities including,
real estate investment trusts, other trusts or partnerships, or a holder of
other types of pass-through interests. Therefore, we will be relying exclusively
on the management capabilities of the general partners, managers and trustees of
those entities for the management and investment decisions made on their behalf.
In particular, except for voting rights on certain matters, we will have no
control over the operations of the pass-through entities in which it purchases
interests, including all matters relating to the operation, management,
investment decisions, income and expenses of such entities, including decisions
with respect to actions to be taken to collect amounts owed to such entities. If
such managers, trustees or general partners take actions or make decisions which
are adverse to a pass-through entity or us, it may not be cost-efficient for us
to challenge such actions or decisions.


                                       14
<PAGE>   15

Moreover, we do not become a substituted owner of such interests, we will not
have the right to vote on matters on which other interest owners in such
entities have a right to vote or otherwise challenge management decisions.
Finally, should any of such managers, trustees or general partners experience
financial difficulties for any reason, the entities in which we invest could be
adversely affected, thereby adversely affecting the value of our investments.

BORROWERS MAY NOT HAVE SUFFICIENT ASSETS TO PAY OFF THE BALLOON PAYMENTS AT
MATURITY

        Mortgage loans, other than those representing mortgage loans on
single-family residential, may represent "balloon" obligations, requiring no
payments of principal over the term of the indebtedness with a "balloon" payment
of all of the principal due at maturity. "Balloon" payments will probably
require a sale or refinancing of properties at the time they are due. No
assurance can be given that the borrowers will have sufficient assets to pay off
the indebtedness when due, or that sufficient liquidity will be generated from
the disposition or refinancing of the properties to enable the owner to pay the
principal or interest due on such mortgage loans.

UPON FORECLOSURE OF A PROPERTY, WE MAY HAVE DIFFICULTY IN FINDING A PURCHASER OR
MAY HAVE TO SELL THE PROPERTY AT A LOSS

        If a mortgaged property is not sold by the maturity date of the
underlying mortgage loan, the borrower may have difficulty in paying the
outstanding balance of such mortgage loan and may have to refinance the
property. The borrower may also experience difficulty in refinancing the
property if that becomes necessary due to unfavorable interest rates or the
unavailability of credit.

        If any amounts under a mortgage loan are not paid when due, we may
foreclose upon the property of the borrower. In the event of such a default
which requires us to foreclose upon a property or otherwise pursue its remedies
in order to protect the our investment, we will seek to obtain a purchaser for
the property upon such terms as we deem reasonable. However, there can be no
assurance that the amount realized upon any such sale of the underlying property
will result in financial profit or prevent loss to us. In addition, because of
potential adverse changes in the real estate market, locally or nationally, we
may be forced to own and maintain the property for a period of time to protect
the value of its investment. In that event, we may not be able to receive any
cash flow from such mortgage loan and we would be required to pay such sums as
may be necessary to maintain and manage the property.

WE MAY BE REQUIRED TO INVESTIGATE AND CLEAN UP HAZARDOUS OR TOXIC SUBSTANCES OF
PROPERTIES SECURING LOANS THAT ARE IN DEFAULT

        We have not been required to perform any investigation or clean up
activities, nor have we 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 our business, we have acquired and may acquire in the
future properties securing loans that are in default. Although we primarily lend
to owners of residential properties, there is a risk that we could be required
to investigate and clean up hazardous or toxic substances or chemical releases
at such properties after acquisition, 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 pies based on damages and costs
resulting from environmental contamination emanating from such property.

THE AMOUNT OF INTEREST CHARGED TO A BORROWER IS SUBJECT TO COMPLIANCE WITH STATE
USURY LAWS

        The amount of interest payable by a borrower to us may exceed the rate
of interest permitted under the California Usury Law and the usury laws of other
states. Although we do not intend to make or invest in mortgage loans with
usurious interest rates, there are uncertainties in determining the legality of
interest rates. Such limitations, if applicable, may decrease the yield on our
investments.

        With respect to the interest rate charged by us to borrowers in the
State of California, we will be relying upon the exemption from its usury law
which provides that loans that are made or arranged by a licensed real estate
broker and which are secured by a lien on real property are exempt from the
usury law. We intend to use licensed real estate brokers to arrange the mortgage
loans so that no violation of the applicable usury law would take place.
Additionally, if any employee or director of ours or our subsidiaries is a
licensed real estate broker in the State of California, we may use such person
to arrange all or a portion of the mortgage loans to


                                       15
<PAGE>   16

qualify for the usury exemption.

        The consequences for failing to abide by the usury law include
forfeiture of all interest payable on the loan, treble damages with respect to
excessive interest actually paid, and criminal penalties. We believe that
because of the applicable exemptions and the provisions of California Civil Code
1917.005 exempting lenders who originate loan transactions from the California
usury laws, no violation of the California Usury Law will occur. We will attempt
to rely on similar exemptions in other states if necessary but there is no
guarantee that it will be able to do so. IF A BORROWER ENTERS BANKRUPTCY, AN
AUTOMATIC STAY WILL PREVENT US OR ANY TRUSTEE FROM FORECLOSING ON THE PROPERTY
SECURING SUCH BORROWER'S LOAN UNTIL RELIEF FROM THE STAY CAN BE SOUGHT.

        If a borrower enters bankruptcy, either voluntarily or involuntarily, an
automatic stay of all proceedings against the borrower's property will issue.
This stay will prevent the Company or any trustee from foreclosing on the
property securing such borrower's loan until relief from the stay can be sought
from the bankruptcy court. No guaranty can be given that the bankruptcy court
will lift the stay, and significant legal fees and costs may be incurred in
attempting to obtain such relief.

WE FACE COMPETITION IN THE ACQUISITION OF MORTGAGE LOANS FROM COMPETITORS HAVING
GREATER FINANCIAL RESOURCES

        We will face 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 REITs. Many of our
competitors have greater financial resources than ours.

THE MARKET PRICE OF OUR COMMON STOCK MAY EXPERIENCE FLUCTUATION UNRELATED TO
OPERATING PERFORMANCE, INCLUDING FUTURE PRIVATE OR PUBLIC OFFERINGS OF OUR
CAPITAL STOCK

        The market price of our Common Stock may experience fluctuations that
are unrelated to our operating performance. In particular, the price of the
Common Stock may be affected by general market price movements as well as
developments specifically related to the mortgage industry such as, among other
things, interest rate movements. In addition, our operating income on a
quarterly basis is significantly dependent upon the successful completion of our
loan sales in the market, and our inability to complete these transactions in a
particular quarter may have a material adverse impact on our results of
operations for that quarter and could, therefore, negatively impact the price of
the Common Stock.

        We may increase our capital by making additional private or public
offerings of its Common Stock, securities convertible into its Common Stock,
preferred stock or debt securities. The actual or perceived effect of such
offerings, the timing of which cannot be predicted, may be the dilution of the
book value or earnings per share of the Common Stock outstanding, which may
result in the reduction of the market price of the Common Stock and affect our
ability to access the capital markets.

BECAUSE OF INTENSE COMPETITION FOR SKILLED PERSONNEL, WE MAY NOT BE ABLE TO
RECRUIT OR RETAIN NECESSARY PERSONNEL ON A COST-EFFECTIVE BASIS

        Our future success will depend in large part upon our ability to
identify, hire, retain and motivate highly skilled employees. We plan to
significantly increase the number of our marketing, sales, customer support and
operations employees to effectively serve the evolving needs of our present and
future customers. Competition for highly skilled employees in our industry is
intense. In addition, employees may leave our company and subsequently compete
against us. Our failure to attract and retain these qualified employees could
significantly harm our business. The loss of the services of any of our
qualified employees, the inability to attract or retain qualified personnel in
the future or delays in hiring required personnel could hinder the development
and introduction of new and enhanced products and harm our ability to sell our
products. Moreover, companies in our industry whose employees accept positions
with competitors frequently claim that their competitors have engaged in unfair
hiring practices. We may be subject to such claims in the future as we seek to
hire qualified personnel, some of whom may currently be working for our
competitors. Some of these claims may result in material litigation. We could
incur substantial costs in defending ourselves against these claims, regardless
of their merits.


                                       16
<PAGE>   17

THE LOSS OF ANY OF OUR KEY PERSONNEL COULD SIGNIFICANTLY HARM OUR BUSINESS

        Our success depends to a significant degree upon the continuing
contributions of our key management, technical, marketing and sales employees.
The loss of the services of any key employee could significantly harm our
business, financial condition and results of operations. There can be no
assurance that we will be successful in retaining our key employees or that we
can attract or retain additional skilled personnel as required. Failure to
retain key personnel could significantly harm our business, financial condition
and results of operations.

OUR FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY MAY SIGNIFICANTLY HARM OUR
BUSINESS

        Our future success and ability to compete is dependent, in part, on our
proprietary technology. We rely on a combination of trade secret, copyright and
trademark laws to establish and protect our proprietary rights. To date, we have
relied primarily on proprietary processes and know-how to protect our
intellectual property. We also generally enter into confidentiality agreements
with our employees and consultants, strictly limit access to and distribution of
our source code and further limit the disclosure and use of our other
proprietary information. However, these agreements provide only limited
protection of our intellectual property rights. In addition, we may not have
signed agreements containing adequate protective provisions in every case, and
the contractual provisions that are in place and the protection they provide may
not provide us with adequate protection in all circumstances. Any infringement
of our proprietary rights could result in significant litigation costs, and any
failure to adequately protect our proprietary rights could result in our
competitors offering similar products, potentially resulting in loss of a
competitive advantage and decreased revenues. Despite our efforts to protect our
proprietary rights, existing trade secret, copyright and trademark laws afford
us only limited protection. In addition, the laws of some foreign countries do
not protect our proprietary rights to the same extent as do the laws of the
United States. Others may attempt to copy or reverse engineer aspects of our
products or to obtain and use information that we regard as proprietary.
Accordingly, we may not be able to prevent misappropriation of our technologies
or to deter others from developing similar technologies. Further, policing the
unauthorized use of our products is difficult. Litigation may be necessary in
the future to enforce our intellectual property rights or to determine the
validity and scope of the proprietary rights of others. This litigation could
result in substantial costs and diversion of resources and could significantly
harm our business.

CLAIMS THAT WE INFRINGE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS COULD RESULT IN
SIGNIFICANT EXPENSES OR RESTRICTIONS ON OUR ABILITY TO SELL OUR PRODUCTS

        From time to time, other parties may assert patent, copyright, trademark
and other intellectual property rights to technologies and in various
jurisdictions that are important to our business. Any claims asserting that our
products infringe or may infringe proprietary rights of third parties, if
determined adversely to us, could significantly harm our business. Any claims,
with or without merit, could be time-consuming, result in costly litigation,
divert the efforts of our technical and management personnel, cause product
shipment delays or require us to enter into royalty or licensing agreements, any
of which could significantly harm our business. Royalty or licensing agreements,
if required, may not be available on terms acceptable to us, if at all. In the
event a claim against us was successful and we could not obtain a license to the
relevant technology on acceptable terms or license a substitute technology or
redesign our products to avoid infringement, our business would be harmed.

ANY ACQUISITIONS THAT WE MAY UNDERTAKE COULD BE DIFFICULT TO INTEGRATE, DISRUPT
OUR BUSINESS, DILUTE SHAREHOLDER VALUE AND SIGNIFICANTLY HARM OUR OPERATING
RESULTS

        We expect to review opportunities to buy other businesses or
technologies that would complement our current products, expand the breadth of
our markets or enhance our technical capabilities, or that may otherwise offer
growth opportunities. While we have no current agreements or negotiations
underway, we may buy businesses, products or technologies in the future. If we
make any future acquisitions, we could issue stock that would dilute existing
stockholders' percentage ownership, incur substantial debt or assume contingent
liabilities. We have no experience in acquiring other businesses and
technologies. Potential acquisitions also involve numerous risks, including:

-  problems assimilating the purchased operations, technologies or products;

-  unanticipated costs associated with the acquisition;


                                       17
<PAGE>   18

-  diversion of management's attention from our core business;

-  adverse effects on existing business relationships with suppliers and
   customers;

-  risks associated with entering markets in which we have no or limited prior
   experience; and

-  potential loss of the purchased organization's or our own key employees.

        We cannot assure you that we would be successful in overcoming problems
encountered in connection with such acquisitions, and our inability to do so
could significantly harm our business.

OUR HEADQUARTERS AND MANY OF OUR CUSTOMERS ARE LOCATED IN CALIFORNIA WHERE
NATURAL DISASTERS MAY OCCUR

        Currently, our corporate headquarters, many of the borrowers for whom we
provide mortgages are located in California. California historically has been
vulnerable to natural disasters and other risks, such as earthquakes, fires and
floods, which at times have disrupted the local economy and posed physical risks
to our property. We presently do not have redundant, multiple site capacity in
the event of a natural disaster. In the event of such a disaster, our business
would suffer.

OUR EXECUTIVE OFFICERS, DIRECTORS, 5% OR GREATER STOCKHOLDERS AND ENTITIES
AFFILIATED WITH THEM WILL CONTINUE TO OWN A LARGE PERCENTAGE OF OUR VOTING STOCK
AFTER THIS OFFERING, WHICH WILL ALLOW THEM TO CONTROL SUBSTANTIALLY ALL MATTERS
REQUIRING STOCKHOLDER APPROVAL

        Our executive officers, directors, 5% or greater stockholders and
entities affiliated with them beneficially own in excess of 60% of our
outstanding shares of common stock. These stockholders, acting together, are
able to elect at least a majority of our board of directors and to control all
other matters requiring approval by stockholders, including the approval of
mergers or other business combination transactions, going private transactions
and other extraordinary transactions, and the terms of any of these
transactions. This concentration of ownership could have the effect of delaying
or preventing a change in our control or otherwise discouraging a potential
acquirer from attempting to obtain control of us, which in turn could have an
adverse effect on the market price of our common stock or prevent our
stockholders from realizing a premium over the market price for their shares of
common stock.

THE SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK IN THE PUBLIC
MARKET AFTER THIS OFFERING MAY DEPRESS THE MARKET PRICE OF OUR STOCK

        Sales of substantial amounts of our common stock in the public market
due to this offering, or the perception that substantial sales may be made could
cause the market price of our common stock to decline. In addition to the
adverse effect a price decline could have on holders of our common stock, such a
decline would likely impede our ability to raise capital through the issuance of
additional equity securities.

        Certain outstanding shares of our Common Stock presently outstanding are
"restricted securities" and under certain circumstances may in the future be
sold in compliance with Rule 144 or Rule 701 adopted under the Securities Act of
1933, as amended, or some other exemption from registration under the Securities
Act of 1933. Future sales of those shares if sold under Rule 144, Rule 701 or
other exemption could depress the market price of the Common Stock in the public
market. However, there can be no assurance that Rule 144, Rule 701 or any other
specific exemption may be available in the future.

CERTAIN "PENNY STOCK" REGULATIONS MAY APPLY TO OUR COMMON STOCK

        As of the date of the prospectus, our stock is considered so-called
"penny stock." The so called "penny stock" low-priced securities regulations
could affect the resale of our stock. These regulations require broker-dealers
to disclose the risk associated with buying penny stocks and to disclose their
compensation for selling the stock. They may have the effect of reducing the
level of


                                       18
<PAGE>   19

trading activity in the secondary market for the Common Stock.

FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN

        Some statements under the captions "The Company" and " "Risk Factors and
elsewhere in this prospectus are forward-looking statements. These
forward-looking statements include, but are not limited to, statements about our
industry, plans, objectives, expectations, intentions and assumptions and other
statements contained in the prospectus that are not historical facts. When used
in this prospectus, the words "expect," "anticipate," "intend," "plan,"
"believe," "seek," "estimate" and similar expressions are generally intended to
identify forward-looking statements. Because these forward-looking statements
involve risks and uncertainties, including those described in this "Risk
Factors" section, actual results may differ materially from those expressed or
implied by these forward-looking statements. We do not intend to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. Market data and forecasts used in this prospectus,
have been obtained from independent industry sources. Although we believe these
sources are reliable, we do not guarantee the accuracy and completeness of
historical data obtained from these sources and we have not independently
verified these data. Forecasts and other forward-looking information obtained
from these sources are subject to the same qualifications and the additional
uncertainties accompanying any estimates of future market size.

                                 USE OF PROCEEDS

        E-Net will not receive any of the proceeds form the sale of shares of
common stock by the Selling Shareholders.

                              SELLING SHAREHOLDERS

        Our Shares to which this Reoffer Prospectus relates are being registered
for reoffers and resales by the Selling Shareholders, who acquired the Shares
pursuant to a compensatory benefit plan with E-Net for employment and consulting
services they provided to E-Net. The Selling Shareholders may resell all, a
portion or none of such Shares from time to time.

        The table below sets forth with respect to the Selling Shareholders,
based upon information available to us as of January 26, 2001, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number and percent of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.


<TABLE>
<CAPTION>
                                                Number of Shares                            Percentage of Shares
                          Number of Shares      Registered by         Number of Shares      Owned by Shareholder
Selling Shareholders      Owned Before Sale     Prospectus            To Be Sold            After Sale(1)
--------------------      -----------------     ----------------      ----------------      --------------------
<S>                       <C>                   <C>                   <C>                   <C>
Kevin Gadawski                160,000               110,000               110,000                    0%
Securities
Compliance Control            440,000               410,000               410,000                    0%
David Villarreal              350,000               350,000               350,000                    0%
Karen Conway                   40,000                30,000               30,000                     0%
Applied Media                  50,000                50,000               50,000                     0%
David Griffith                 50,000                50,000               50,000                     0%
</TABLE>


                                       19
<PAGE>   20

                              PLAN OF DISTRIBUTION

        The Selling Shareholders may sell the Shares for value from time to time
under this Reoffer Prospectus on one or more transactions on the
Over-the-Counter Bulletin Board maintained by Nasdaq, or other exchange, in a
negotiated transaction or in a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at prices otherwise negotiated. Such sales shall be compliance
with all of the requirements of Rule 144. The Selling Shareholders may effect
such transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agent (which compensation
may be less than or in excess of customary commissions).

        The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares owned by them may be deemed to be
underwriting discounts and commissions under the 1933 Act. All selling and other
expenses incurred by the Selling Shareholders will be borne by the Selling
Shareholders.

        There is no assurance that the Selling Shareholders will sell all or any
portion of the Shares offered. We will pay all expenses in connection with this
offering and will not receive any proceeds from sale of any shares by the
Selling Shareholders.


                                  LEGAL MATTERS

        The validity of the Common Stock offered hereby will be passed upon for
us by Law Office of David M. Griffith, a Professional Corporation, our counsel.
Mr. Griffith is the beneficial owner of 50,000 shares of our Common Stock.


                                       20
<PAGE>   21

                                     PART II

             INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8. EXHIBITS.

4. 2000 Employee Stock Compensation Program, as amended.

5. Opinion of the Law Office of David M. Griffith, a Professional Corporation,
as to the validity of the securities registered hereunder.

23.1. Consent of the Law Office of David M. Griffith, a Professional Corporation
(set forth in the opinion filed as Exhibit 5 to this Registration Statement).

23.2. Consent of McKennon Wilson & Morgan LLP.


                                       21
<PAGE>   22

                                   SIGNATURES


In accordance with the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, in the City of Costa Mesa, State of California on
February 1, 2001.

                                            By: /s/ VINCENT RINEHART
                                               ---------------------------------
                                               VINCENT RINEHART
                                               President and Chief
                                               Executive Officer

        In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
            SIGNATURE                                TITLE                                 DATE
            ---------                                -----                                 ----
<S>                                     <C>                                          <C>
   /s/ SCOTT PRESTA                     Secretary and Director                       February 1, 2001
----------------------------------
       SCOTT PRESTA


   /s/ VINCENT RINEHART                 Chairman of the Board, President             February 1, 2001
----------------------------------      and Chief Executive Officer
       VINCENT RINEHART                 (Principal Executive Officer)


   /s/ KEVIN GADAWSKI                   Acting Chief Financial Officer (Principal    February 1, 2001
----------------------------------      Financial and Accounting Officer)
           KEVIN GADAWSKI
</TABLE>


                                       22
<PAGE>   23

                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER        DESCRIPTION
<S>           <C>
4.            2000 Employee Stock Compensation Program, as amended.

5.            Opinion of the Law Office of David M. Griffith, a Professional Corporation,
              as to the validity of the securities registered hereunder.

23.1.         Consent of the Law Office of David M. Griffith, a Professional
              Corporation (set forth in the opinion filed as Exhibit 5 to this
              Registration Statement).

23.2.         Consent of McKennon Wilson & Morgan LLP
</TABLE>

-----------------------------------
[{"type": "S-8", "sequence": "1", "filename": "a69102ors-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 88299}]
{"company-data": {"conformed-name": "E-NET FINANCIAL COM CORP", "cik": "0000926844", "assigned-sic": "6199", "irs-number": "841273503", "state-of-incorporation": "NV", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54920", "film-number": "1524316"}, "business-address": {"street1": "3200 BRISTOL STREET", "street2": "SUITE 710", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7145572222"}, "mail-address": {"street1": "2102 BUSINESS CENTER DRIVE", "street2": "115E", "city": "IRVINE", "state": "CA", "zip": "92612"}, "former-company": [{"former-conformed-name": "E-NET COM CORP", "date-changed": "20000127"}, {"former-conformed-name": "E NET FINANCIAL CORP", "date-changed": "19990920"}, {"former-conformed-name": "E NET CORP/NV", "date-changed": "19990513"}]}
1

    As Filed with the Securities and Exchange Commission on February 2, 2001
                                                             File No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                ----------------

                         E-NET FINANCIAL.COM CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                  Nevada                                  84-1273503
     (State or Other Jurisdiction of                (IRS Employer ID No.)
      Incorporation or Organization)

                         3200 BRISTOL STREET, SUITE 710
                          COSTA MESA, CALIFORNIA 92626
                    (Address of Principal Executive Offices)

                                ----------------

                          2000 Stock Compensation Plan
                            (Full Title of the Plan)

                                ----------------

                           VINCENT RINEHART, PRESIDENT
                           E-NET FINANCIAL CORPORATION
                         3200 BRISTOL STREET, SUITE 710
                          COSTA MESA, CALIFORNIA 92626
                     (Name and Address of Agent for Service)

                                 (714) 557-2222
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

=================================================================================================================
                                                                   PROPOSED          PROPOSED
              TITLE OF SECURITIES                     AMOUNT       MAXIMUM           MAXIMUM         AMOUNT OF
                    TO BE                              TO BE     OFFERING PRICE     AGGREGATE       REGISTRATION
                  REGISTERED                         REGISTERED    PER SHARE      OFFERING PRICE        FEE
-----------------------------------------------------------------------------------------------------------------
Common Stock......................................   1,000,000     $0.46(1)        $460,000.00        $115.00

TOTAL.............................................   1,000,000        NA           $__________        $______
=================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(h) and 457(c) under the Securities Act of 1933, as
amended and based upon an average of the high and low prices reported on the
Nasdaq Over The Counter Bulletin Board on February 1, 2001.

================================================================================
2

EXPLANATORY NOTE

        E-Net Financial.Com Corporation ("E-Net") files this registration
statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "1933 Act"), to register an additional 1,000,000
shares of stock, $.001 par value, to be issued to certain selling shareholders
that are employees or consultants who have been issued shares of E-Net's common
stock pursuant to the company's stock compensation plan. The Registrant has
previously filed registration statements on Form S-8 to register an initial
1,000,000 shares of stock and an additional 1,000,000 shares of stock and those
registration statements, Commission File Nos. 0-24512 and 333-95407, are
incorporated herein by reference.

               Under cover of this Form S-8 is a Reoffer Prospectus that E-Net
has prepared in accordance with Part I of Form S-3 under the 1933 Act. The
Reoffer Prospectus may be utilized for reofferings and resales of up to
1,000,000 shares of common stock acquired by the selling shareholders.

                                       2
3

                               REOFFER PROSPECTUS

                         E-NET FINANCIAL.COM CORPORATION
                         3200 BRISTOL STREET, SUITE 700
                          COSTA MESA, CALIFORNIA 92626
                                 (714) 557-2222

                        1,000,000 SHARES OF COMMON STOCK

        The shares of common stock, $.001 par value, of E-Net Financial.Com
Corporation ("E-Net" or the "Company") offered hereby (the "Shares") will be
sold from time to time by the individuals listed under the Selling Shareholders
section of this document (the "Selling Shareholders"). The Selling Shareholders
acquired the Shares pursuant to the Company's 2000 Stock Compensation Program
for employment or consulting services that the Selling Shareholders provided to
E-Net.

        The sales may occur in transactions on the Nasdaq over-the-counter
market at prevailing market prices or in negotiated transactions. E-Net will not
receive proceeds from any of the sale of the Shares. E-Net is paying for the
expenses incurred in registering the Shares.

        The Shares are "restricted securities" under the Securities Act of 1933
(the "1933 Act") before their sale under the Reoffer Prospectus. The Reoffer
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future sales by the Selling Shareholders to the public
through compliance with Rule 144. To the knowledge of the Company, the Selling
Shareholders have no arrangement with any brokerage firm for the sale of the
Shares. The Selling Shareholders may be deemed to be an "underwriter" within the
meaning of the 1933 Act. Any commissions received by a broker or dealer in
connection with resales of the Shares may be deemed to be underwriting
commissions or discounts under the 1933 Act.

        E-Net's common stock is currently traded on the Nasdaq Over-the-Counter
Bulletin Board under the symbol "ENNT." The common stock is also listed on the
Berlin Stock Exchange under the symbol "ENNT.DE."

                            -------------------------

        This investment involves a high degree of risk. Please see "Risk
Factors" beginning on page 12. Certain statements contained in this Prospectus,
including, without limitation, statements containing the words "believes,"
"anticipates," "estimates," "expects," and words of similar import, constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements relate to our future plans,
objectives, expectations and intentions. In evaluating these statements, you
should consider the various factors identified in "Risk Factors" section
contained herein, which identify important considerations that could cause
actual results to differ materially from those contained in the forward-looking
statements. Such forward-looking statements speak only as of the date the
statement is made, and the forward-looking information and statements should not
be regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.

        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

                           --------------------------

                                February 1, 2001

                                       3
4

                                TABLE OF CONTENTS
Where You Can Find More Information.......................................  4
Incorporated Documents....................................................  4
The Company...............................................................  5
Risk Factors.............................................................. 12
Use of Proceeds........................................................... 19
Selling Shareholders...................................................... 19
Plan of Distribution...................................................... 20
Legal Matters............................................................. 20
You should only rely on the information incorporated by reference or
provided in this Reoffer Prospectus or any supplement. We have not authorized
anyone else to provide you with different information. The common stock is not
being offered in any state where the offer is not permitted. You should not
assume that the information in this Reoffer Prospectus or any supplement is
accurate as of any date other than the date on the front of this Reoffer
Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

        We are required to file annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC") as required by the Securities Exchange Act of 1934, as amended (the
"1934 Act"). You may read and copy any reports, statements or other information
we file at the SEC's Public Reference Rooms at: (i) 450 Fifth Street, N.W.,
Washington, D. C. 20549; and (ii) Seven World Trade Center, 13th Floor, New
York, N.Y. 10048. Please call the SEC at 1-800-SEC-0330 for further information
on the Public Reference Rooms. Our filings are also available to the public from
commercial document retrieval services and the SEC website (http://www.sec.gov)
 .

INCORPORATED DOCUMENTS

        The SEC allows us to "incorporate by reference" information into this
Reoffer Prospectus, which means that E-Net can disclose important information to
you by referring to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus. The following documents previously filed with the Securities and
Exchange Commission are incorporated herein by reference:

        (a) Our Annual Report on Form 10-KSB for the fiscal year ended April 30,
        2000;

        (b) Our Quarterly Reports on Form 10-QSB for the fiscal quarters ended
        July 31, 2000 and October 31, 2000; and

        (c) Our Reports on Form 8-K dated March 5, 1999, January 27, 2000,
        February 25, 2000, March 8, 2000, March 31, 2000 and April 19, 2000, as
        later amended.

        (d) All documents subsequently filed by us pursuant to Sections 13(a),
        13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
        prior to the filing of a post-effective amendment which indicates that
        all securities offered have been sold or which deregisters all
        securities then remaining unsold, shall be deemed to be incorporated
        herein by reference and to be part hereof from the date of filing of
        such documents.

        We will provide without charge to each person to whom a copy of this
Reoffer Prospectus is delivered, upon oral or written request, a copy of any or
all documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
Investors Relations at our executive offices, located at 3200 Bristol Street,
Suite 700, Costa Mesa, California 92626. Our telephone number is (714) 557-2222.
Our corporate Web site address is http://www.e-netfinancial.com.

                                       4
5

                                   THE COMPANY

General

        E-Net Financial Corporation, f/k/a E-Net Corporation and Suarro
Communications, Inc. (the "Company") was incorporated on August 18, 1988, under
the laws of the State of Nevada to engage in any lawful corporate undertaking.
On July 11, 1994 we submitted our Form 10-SB to the Securities and Exchange
Commission, which was declared effective on December 22, 1994, at which time we
became a reporting company under Section 12(g) of the 1934 Securities and
Exchange Act. On August 16, 1996 the we changed our name to Suarro
Communications, Inc., and on February 12, 1999 and May 12, 1999, respectively,
we changed our name to E-Net Corporation and E-Net Financial Corporation. More
recently, we changed our name to E-Net. Com Corporation on January 18, 2000, and
most recently, effective February 2, 2000, we changed our name to E-Net
Financial.Com Corporation.

Change in Control

        Effective March 1, 1999 we acquired E-Net Mortgage Corporation, a Nevada
Corporation, and City Pacific International, U.S.A., Inc., a Nevada corporation
(currently known as "VPNCOM.NET"), in exchange for 2,500,000 restricted shares
of common stock of the Company (allocated 2 million shares for the mortgage
company and 500,000 shares for City Pacific). Pursuant to the Share Exchange
Agreement and Plan of Reorganization dated March 1, 1999, we issued these shares
in exchange for all of the issued and outstanding shares of both entities. E-Net
Mortgage and City Pacific were then operated as our wholly owned subsidiaries.
Members of our Board of Directors prior to the acquisitions resigned and a new
set of directors and officers was elected.

Recent Activities

        On November 29, 1999, we issued Paul Stevens 250,000 shares of our
common stock in exchange for Mr. Stevens' transfer to us 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, we 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, we issued our
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 the closing of the acquisitions, VPN Partners was
integrated with VPNCOM.NET.

        On March 1, 2000, we sold VPNCOM.NET to E. G. Marchi, its 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 our common stock owned by Mr. Marchi.

        On January 12, 2000, as revised on April 12, 2000, we entered into an
agreement (the "Amended and Restated Purchase Agreement") with EMB to acquire
two of its wholly owned subsidiaries, i.e., American Residential Funding, Inc.,
a Nevada corporation ("AMRES"), and Bravo Real Estate, Inc., a California
corporation ("Brave Real Estate"). We also acquired all of EMB's rights to
acquire Titus Real Estate LLC, a California limited liability company
("Titus")from its record owners. Titus is the management company for Titus
Capital Corp., Inc., a California real estate investment trust (the "Titus
REIT").

        On April 12, 2000, we acquired AMRES and Bravo Real Estate. Pursuant to
the Amended and Restated Purchase Agreement, we issued 7.5 million shares of
Common Stock to EMB, paid $1,595,000, and issued our promissory note in the
initial amount of $2,405,000, and AMRES and Bravo Real Estate became our wholly
owned subsidiaries. As of January 29, 2001, the remaining principal balance of
the promissory note was $1,066,022.

        On February 11, 2000, we executed a Membership Interest purchase
agreement (the "Titus Purchase Agreement") for the acquisition of Titus and
issued 100,000 shares of our Class B Convertible Preferred Stock (the "B
Preferred") to AMRES Holdings LLC ("AMRES Holdings"), a company controlled by
Vincent Rinehart, and 300,000 shares of our common stock to Scott A. Presta, in
their capacities as the owner-members of Titus. Upon closing, Titus became our
wholly owned subsidiary.

        On April 12, 2000, in accordance the provisions of the Certificate of
Designations, Preferences and Rights of Class B

                                       5
6

Convertible Preferred Stock, AMRES Holdings demanded that its B Preferred be
repurchased by the Company for an aggregate of one million dollars. On April 20,
2000, the Company, AMRES Holdings, and Mr. Presta amended the Titus Purchase
Agreement to provide for a potential return of certain of the Company's capital
stock issued to AMRES Holdings and Mr. Presta upon the occurrence of certain
events. See Note 3 to the Audited Consolidated Financial Statements for the ten
months ended April 30, 2000, the year ended June 30, 1999 and the period from
Inception to June 30, 1998 for further discussion.

        On April 12, 2000, James E. Shipley was elected Chairman of our Board of
Directors of the Company and Vincent Rinehart was elected a Director, President,
and Chief Executive Officer. Mr. Rinehart also serves as President of AMRES and
Bravo Real Estate and an executive officer and director of Titus. On May 24,
2000, Vincent Rinehart and Jean Oliver, the sole remaining officers and
directors of prior management, resigned their remaining positions. On that date,
Mr. Presta, an executive officer and director of Titus, was elected a Director
and Secretary and James M. Cunningham, President of LoanNet Mortgage, Inc., a
Kentucky corporation ("LoanNet"), was elected a Director. On June 26, 2000,
Kevin Gadawski, an independent consultant, was elected our Acting Chief
Financial Officer.

        On February 14, 2000, we acquired all of the common stock of LoanNet , a
mortgage broker with offices in Kentucky and Indiana. Pursuant to the Stock
Purchase Agreement, dated February 14, 2000, we issued 250,000 shares of our
Common Stock to the selling shareholders of LoanNet, which became our
subsidiary. 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.

        On March 17, 2000, we 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, we issued 24,000 shares of our
common stock to the selling shareholders of ExpiDoc, which became our wholly
owned subsidiary. As of the closing of the acquisition, we entered into
management and consulting agreements with ExpiDoc's owners and management,
including Messrs. Rinehart and Presta.

Operations as a Residential Mortgage Lender (E-Net Mortgage)

        General

        Through our wholly owned subsidiary, E-Net Mortgage, we have 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 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 Net Branch operations. In addition, LoanNet will
operate as a retail mortgage broker in the central and southern regions of the
United States.

        Loan Standards

        Mortgage loans made by AMRES or LoanNet are 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,
generally, 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, as of the date of the loan, 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.

        The mortgage loans are "one- to four-family" mortgage loans, which means
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.

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        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 $1,000,000 may be funded through their own wholesale credit lines or by
brokering such loans 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 us. For certain
mortgage loans which may be subject to a mortgage pool insurance policy, we may
delegate to the issuer of the mortgage pool insurance policy the responsibility
of underwriting such mortgage loans, in accordance with our credit appraisal and
underwriting standards. In addition, we may delegate to one or more lenders the
responsibility of underwriting mortgage loans offered to us by such lenders, in
accordance with our credit, appraisal and underwriting loans.

        Our 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, we 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, we may make mortgage loans 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 we
would otherwise require. Currently, only mortgage loans with certain
loan-to-value ratios will qualify for the Limited Documentation Origination
Program. If the mortgage loan qualifies, we waive some of its documentation
requirements and eliminate 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.

        Our underwriting standards generally follow guidelines acceptable to
FNMA ("Fannie Mae") and FHLMC ("Freddie Mac"). Our 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.

        Certain states where the mortgaged properties may be located are
"anti-deficiency" states, where, in general, lenders providing credit on one to
four-family properties must look solely to the property for repayment in the
event of foreclosure. See "Certain Legal Aspects of the Mortgage
Loans-Anti-Deficiency Legislation and Other Limitations on Lenders". Our
underwriting standards in all states (including anti-deficiency states) require
that the underwriting officers be satisfied that the value of the property being
financed, as indicated by the independent appraisal, currently supports and is
anticipated to support in the future the outstanding loan balance, and provides
sufficient value to mitigate the effects of adverse shifts in real estate
values.

        Each mortgage broker agrees to indemnify us against any loss or
liability incurred by us on account of any breach of any representation or
warranty made by the borrower, any failure to disclose any matter that makes any
such representation and warranty misleading, or any inaccuracy in information
furnished by our borrower. Upon the breach of any misrepresentation or warranty
made by a borrower, we may require the mortgage broker to repurchase the related
mortgage loan.

        Title Insurance Policies

        We 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.

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Certain Legal Aspects of Mortgage Loans

        General

        The mortgages originated by us and our licensed affiliates are either
mortgages or deeds of trust, depending upon the prevailing practice in the state
in which the property subject to a mortgage loan is located. A mortgage creates
a lien upon the real property encumbered by the mortgage. It does not,
generally, have priority over liens for real estate taxes and assessments.
Priority between mortgages depends on their terms and generally on the order of
filing with a state or county office. There are two parties to a mortgage, the
mortgagor, who is the borrower and homeowner (the "Mortgagor"), and the
mortgagee, who is the lender. Under the mortgage instrument, the Mortgagor
delivers to the mortgagee a note or bond and the mortgage. Although a deed of
trust is similar to a mortgage, a deed of trust formally has three parties, the
borrower-homeowner called the trustor (similar to a Mortgagor), a lender
(similar to a mortgagee) called the beneficiary, and a third-party grantee
called the Trustee. Under a deed of trust, the borrower grants the property,
irrevocably until the debt is paid, in trust, generally with a power of sale, to
the Trustee to secure payment of the obligation. The Trustee's authority under a
deed of trust and the mortgagee's authority under a mortgage are governed by
law, the express provisions of the deed of trust or mortgage, and, in some
cases, the directions of the beneficiary.

        Foreclosure

        Foreclosure of a deed of trust is generally accomplished by a
non-judicial Trustee's sale under a specific provision in the deed of trust
which authorizes the Trustee to sell the property to a third party upon any
default by the borrower under the terms of the note or deed of trust. In some
states, the Trustee must record a notice of default and send a copy to the
borrower-trustor and to any person who has recorded a requests for a copy of a
notice of default and notice of sale. In addition, the Trustee must provide
notice in some states to any other individual having an interest in the real
property, including any "junior lienholders". The borrower, or any other person
having a junior encumbrance on the real estate, may, during a reinstatement
period, cure the default by paying the entire amount in arrears, plus the costs
and expenses incurred in enforcing the obligation. Generally, state laws require
that a copy of the notice of sale be posted on the property and sent to all
parties having an interest in the real property.

        Foreclosure of a mortgage is generally accomplished by judicial action.
The action is initiated by the service of legal pleadings upon all parties
having an interest in the real property. Delays in completion of the foreclosure
may occasionally result from difficulties in locating necessary parties.
Judicial foreclosure proceedings are often not contested by any of the parties.
However, even when the mortgagee's right to foreclose is contested, the court
generally issues a judgment of foreclosure and appoints a referee or other court
officer to conduct the sale of the property.

        In the case of foreclosure under either a mortgage or a deed of trust,
the sale by the referee or other designated officer or by the Trustee is a
public sale. However, because of the difficulty a potential buyer at the sale
would have in determining the exact status of title and because the physical
condition of the property may have deteriorated during the foreclosure
proceedings, it is uncommon for a third party to purchase the property at the
foreclosure sale. Rather, it is common for the lender to purchase the property
from the Trustee or referee for an amount equal to the principal amount of the
mortgage or deed of trust, accrued and unpaid interest and the expense of
foreclosure. Thereafter, the lender will assume the burdens of ownership,
including obtaining casualty insurance and making such repairs at its own
expense as are necessary to render the property suitable for sale. The lender
will commonly obtain the services of a real estate broker and pay the broker's
commission in connection with the sale of the property. Depending upon market
conditions, the ultimate proceeds of the property may not equal the lender's
investment in the property. Any loss may be reduced by the receipt of any
mortgage insurance proceeds.

        Rights of Redemption

        In some states, after sale pursuant to a deed of trust or foreclosure of
a mortgage, the borrower and foreclosed junior lienors are given a statutory
period in which to "redeem" the property from the foreclosure sale. In some
states, redemption may occur only upon a payment of the entire principal balance
of the loan, accrued interest and expenses of foreclosure. In other states,
redemption may be authorized if the former borrower pays only a portion of the
sums due. The effect of a statutory right of redemption is to diminish the
ability of the lender to sell the foreclosed property. The rights of redemption
would defeat the title of any purchaser from the lender subsequent to
foreclosure or sale under a deed of trust. Consequently, the practical effort of
the redemption right is to force the lender to retain the property and pay the
expenses of ownership until the redemption period has expired.

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        Anti-Deficiency Legislation and Other Limitations on Lenders

        Certain states have imposed statutory prohibitions which limit the
remedies of a beneficiary under a deed of trust or a mortgage. In some states,
statutes limit the right of the beneficiary or mortgagee to obtain a deficiency
judgment against the borrower following foreclosure or sale under a deed of
trust. A deficiency judgment would be a personal judgment against the former
borrower equal in most cases to the difference between the net amount realized
upon the public sale of the real property and the amount due to the lender.
Other statutes require the beneficiary or mortgagee to exhaust the security
afforded under a deed of trust or mortgage by foreclosure in an attempt to
satisfy the full debt before bringing a personal action against the borrower.
Finally, other statutory provisions limit any deficiency judgment against the
former borrower following a judicial sale to the excess of the outstanding debt
over the fair market value of the property at the time of the public sale. The
purpose of these statutes is generally to prevent a beneficiary or a mortgagee
from obtaining a large deficiency judgment against the former borrower as a
result of low or no bids at the judicial sale.

        In addition to laws limiting or prohibiting deficiency judgments,
numerous other statutory provisions, including the federal bankruptcy laws and
state laws affording relief to debtors, may interfere with or affect the ability
of a secured mortgage lender to realize upon collateral and/or enforce a
deficiency judgment. For example, with respect to federal bankruptcy law, a
court with federal bankruptcy jurisdiction may permit a debtor through his or
her Chapter 11 or Chapter 13 rehabilitative plan to cure a monetary default in
respect of a mortgage loan on a debtor's residence by paying arrears within a
reasonable time period and reinstating the original mortgage loan payment
schedule even though the lender accelerated the mortgage loan and final judgment
of foreclosure had been entered in state court (provided no sale of the
residence had yet occurred) prior to the filing of a debtor's petition. Some
courts with federal bankruptcy jurisdiction have approved plans based on the
particular facts of the reorganization case, that effected the curing of a
mortgage loan default by paying arrearages over a number of years.

        Courts with federal bankruptcy jurisdiction have also indicated that the
terms of a mortgage loan secured by property of the debtor may be modified.
These courts have suggested that such modification may include reducing the
amount of each monthly payment, changing the rate of interest, altering the
repayment schedule, and reducing the lender's security interest to the value of
the residence, thus leaving the lender a general unsecured creditor for the
difference between the value of the residence and the outstanding balance of the
loan.

        The Internal Revenue Code of 1986, as amended, provides priority to
certain tax liens over the lien of a mortgage. In addition, substantive
requirements are imposed upon mortgage lenders in connection with the
origination and the servicing of mortgage loans by numerous Federal and some
state consumer protection laws. These laws include the federal Truth-In-Lending
Act, Real Estate Settlement Procedures Act, Equal Credit Opportunity Act, Fair
Credit Billing Act, Fair Credit Reporting Act, and related statutes. These
federal laws impose specific statutory liabilities upon lenders who originate
mortgage loans and who fail to comply with the provisions of the law. In some
cases, this liability may affect assignees of the mortgage loans.

        Enforceability of Certain Provisions

        Certain of the mortgage loans contain due-on-sale clauses. These clauses
permit the lender to accelerate the maturity of the loan if the borrower sells,
transfer or conveys the property. The enforceability of these clauses has been
the subject of legislation and litigation in many states, and in some cases the
clauses have been upheld, while in other cases their enforceability has been
limited or denied.

        Upon foreclosure, courts have imposed general equitable principles.
These equitable principles are generally designed to relieve the borrower from
the legal effect of a default under the loan documents. Examples of judicial
remedies that have been fashioned include judicial requirements that the lender
undertake affirmative and expensive actions to determine the causes for the
borrower's default and the likelihood that the borrower will be able to
reinstate the loan. In some cases, courts have substituted their judgment for
the lender's judgment and have required that lenders reinstate loans or recast
payment schedules in order to accommodate borrowers who are suffering from
temporary financial disability. In other cases, courts have limited the right of
the lender to foreclose if the default under the mortgage instrument is not
monetary, such as the borrower failing to maintain the property adequately or
the borrower executing a second mortgage or deed of trust affecting the
property. Finally, some courts have been faced with the issue of whether federal
or state constitutional provisions reflecting due process concerns for adequate
notice require that borrowers under deeds of trust or mortgages receive notices
in addition to the statutorily-prescribed minimum. For the

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most part, these cases have upheld the notice provision as being reasonable or
have found that the sale by a trustee under a deed of trust, or under a mortgage
having a power of sale, does not involve sufficient state action to afford
constitutional protections to the borrowers.

        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.

        Mortgage Software and Technology

        AMRES currently uses loan origination software developed by an
independent third party, which is accessible by our company-owned offices and at
Net 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 Net Branch offices around-the-clock
access to the system. Loan officers can also access the AMRES Intranet utilizing
Intel(R) Corporation's ProShare(R) video conferencing system which permits the
loan officer or borrower to see and talk directly to an underwriting staff
member or other individuals involved in the mortgage loan transaction.

        Customer Service and Support

        Our customer service and support organization provides Net Branch owners
with on-line technical support, training, consulting and implementation
services. These services consist of the following:

-  Customer education and training; we offer training courses designed to meet
   the needs of end users, integration experts and system administrators. The
   Company 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 to Net Branch
   for these services.

-  System maintenance and support; we offer 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.

-  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.

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Sales and Marketing

        As of January 29, 2001, we marketed and sold our mortgage banking
services primarily through a direct sales force based in Costa Mesa, California.
Our sales and marketing organization consisted of approximately 5 employees as
of November 15, 2000. We market our mortgage loan products through our four
company-owned offices in Southern California and approximately 83 Net Branch
offices in California, Georgia, Oklahoma, Nevada, Tennessee, Washington, Arizona
and Florida. LoanNet also maintains offices in Bowling Green, Kentucky,
Louisville, Kentucky and Indianapolis, Indiana. Our sales efforts to market our
Net Branch opportunities are located primarily in our Costa Mesa, California
headquarters office.

Employees

        As of January 29, 2001, we employed a total of 55 persons. Of the total,
2 officers and 2 employees were employed at our principal executive offices in
Costa Mesa, California, all of whom were in finance and administration. There
were 51 employees of our subsidiaries, of whom 36 were engaged in sales and
marketing and 15 in finance and administration. None of our employees is
represented by a labor union with respect to his or her employment.

Internet Presence

        We have, since our reorganization in 1999, maintained a Website on the
Internet. Our corporate website underwent an update in October of 2000. The
website now features direct access to our press releases and announcements, a
link to stock price and investor information, and a link to public filings made
with the Securities and Exchange Commission on its EDGAR database. Future
upgrades are planned to provide interactive customer and investor features.

Facilities

        Our principal place of business is in Costa Mesa, California, where we
lease an approximately 4,500 square foot facility for $126,000 per annum
(subject to usual and customary adjustments). This location houses our corporate
finance and administration functions. ExpiDoc and the Costa Mesa office of AMRES
also lease space at this facility on a month-to-month basis for $1,000 and
$4,000, respectively.

        AMRES leases additional facilities in the following locations: Long
Beach, California (month-to-month, $3,450 per month); Menifee, California
(month-to-month, $2,236 per month); Palmdale, California (month-to-month,
$1,911 per month), and Riverside, California (term expiring in 2003, $2,117
per month).

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

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                                  RISK FACTORS

In this section we highlight some of the risks associated with our business and
operations. Prospective investors should carefully consider the following risk
factors when evaluating an investment in the common stock offered by this
Reoffer Prospectus.

WE HAVE INCURRED SUBSTANTIAL OPERATING LOSSES AND OUR AUDITORS HAVE ISSUED A
"GOING CONCERN" AUDIT OPINION

        Our consolidated financial statements filed with the United States
Securities and Exchange Commission have been prepared assuming that we will
continue as a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. Our auditors have
expressed reservations in their audit letter for the fiscal year ended April 30,
2000 about our ability to continue as a going concern. As discussed in our
financial statements, we have incurred significant operating losses in our most
recent fiscal year and have a working capital deficit and negative tangible net
worth.

YOU MAY BE UNABLE TO EFFECTIVELY EVALUATE OUR COMPANY FOR INVESTMENT PURPOSES
BECAUSE OUR BUSINESSES HAVE EXISTED FOR ONLY A SHORT PERIOD OF TIME

        We began our current operations in March 1999. As a result, we have only
a limited operating history upon which you may evaluate our business and
prospects. In addition, you must consider our prospects in light of the risks
and uncertainties encountered by companies in an early stage of development in
new and rapidly evolving markets. We had no revenues from operations prior to
the acquisition of our E-Net Mortgage and VPN subsidiaries in March 1999. In
addition, we had no significant assets or financial resources prior to these
acquisitions. The success of the our proposed plan of operation will depend to a
great extent on the operations, financial condition and management of these
recently acquired subsidiaries. Our ability to integrate these subsidiaries'
activities into our consolidated operations is uncertain. The success of our
operations may be dependent upon numerous factors beyond our control. No person
should invest in this offering unless they can afford to lose their entire
investment.

OUR FUTURE REVENUES ARE UNPREDICTABLE AND OUR OPERATING RESULTS ARE LIKELY TO
FLUCTUATE FROM QUARTER TO QUARTER

        Our quarterly and annual operating results have fluctuated in the past
and are likely to fluctuate significantly in the future due to a variety of
factors, some of which are outside of our control. Accordingly, we believe that
period-to-period comparisons of our results of operations are not meaningful and
should not be relied upon as indications of future performance. Some of the
factors that could cause our quarterly or annual operating results to fluctuate
include market acceptance of our mortgage services and systems, business
development, ability to originate and process mortgage loans, and competitive
pressures.

THE MORTGAGE LENDING BUSINESS IS AFFECTED BY INTEREST RATES AND OTHER FACTORS
BEYOND OUR CONTROL

        The results of our operations will be affected by various factors, many
of which are beyond our control. The results of our operations will depend,
among other things, on the level of net cash flows generated by our mortgage
assets and the supply of and demand for mortgage loans. Our net cash flows will
vary as a result of changes in interest rates, the behavior of which involves
various risks and uncertainties as set forth below. Prepayment rates and
interest rates depend upon the nature and terms of the mortgage assets, the
geographic location of the properties securing the mortgage loans, conditions in
financial markets, the fiscal and monetary policies of the United States
government and the Board of Governors of the Federal Reserve System,
international economic and financial conditions, competition and other factors,
none of which can be predicted with any certainty. Because interest rates will
significantly affect our activities, our operating results will depend, in large
part, upon our ability to utilize appropriate strategies to maximize returns
while attempting to minimize risks.

MORTGAGE LOANS ARE SUBJECT TO THE RISK OF DEFAULT BY BORROWERS AND CERTAIN
INHERENT RISKS RELATED TO REAL ESTATE

        Mortgage loans are subject to varying degrees of risk, including the
risk of a default by the borrowers on a mortgage loan, and the added
responsibility on our part of foreclosing in order to protect its investment.
The ability of the borrowers to make payments on non-single-family mortgage
loans is highly dependent on the borrowers' ability to manage and sell,
refinance or otherwise dispose of the properties and will be dependent upon all
the risks generally associated with real estate investments which are beyond our
control. We must rely on the experience and ability of the borrowers to manage,
develop and dispose of or refinance the properties. Investing in real estate is
highly competitive and is subject to numerous inherent risks, including, without
limitation, changes in general or local economic conditions, neighborhood values
and interest rates, limited availability of mortgage funds

                                       12
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which may render the sale or refinancing of the properties difficult, increases
in real estate taxes, other operating expenses, the supply and demand for
properties of the type involved, toxic and hazardous wastes, environmental
considerations, zoning laws, entitlements, rent control laws, other governmental
rules and fiscal policies and acts of God, such as floods, which may result in
uninsured losses.

WE MAY NOT DIVERSIFY OUR PORTFOLIO OF MORTGAGE LOANS

        Our mortgage loans may be obligations of a limited number of borrowers
on a limited number of properties. The lack of diversity in the type, number and
geographic location of mortgage loans made could materially increase the risk of
an investment in the Common Stock. IN THE EVENT WE ARE NOT SUCCESSFUL IN
SECURITIZING MORTGAGE LOANS, WE WILL CONTINUE TO BEAR THE RISKS OF BORROWER
DEFAULTS AND BANKRUPTCIES, FRAUD LOSSES AND SPECIAL HAZARD LOSSES.

        We may acquire and accumulate mortgage loans as part of its long-term
investment strategy or until a sufficient quantity has been acquired for
securitization into mortgage-backed securities. There can be no assurance that
we will be successful in securitizing mortgage loans. While holding mortgage
loans, we will be subject to risks of borrower defaults and bankruptcies, fraud
losses and special hazard losses. In the event of any default under mortgage
loans held by us, we will bear the risk of loss of principal to the extent of
any deficiency between the value of the mortgage collateral and the principal
amount of the mortgage loan. It may not be desirable, possible or economic for
us to complete the securitization of any or all mortgage loans which we acquire
or fund, in which case we will continue to hold the mortgage loans and bear the
risks of borrower defaults and special hazard losses.

        Mortgage loans invested in by us will be secured by the properties and
will also be a recourse obligation of the borrower. In the event of a default,
we would be able to look to the borrower to make up any deficiency between the
value of the collateral and the principal amount of the mortgage loan.

        It is expected that when we acquire mortgage loans, the sellers will
represent and warrant to us that there has been no fraud or misrepresentation
with respect to the origination of the mortgage loans and will agree to
repurchase any loan with respect to which there is fraud or misrepresentation.
There can be no assurance that we will be able to obtain the repurchase
agreement from the sellers. Although we may have recourse to the sellers based
on the sellers' representations and warranties to us, we will be at risk for
loss to the extent the sellers do not perform their repurchase obligations.

        We may acquire mortgage loans from failed savings and loan associations
or banks through United States government agencies such as the Resolution Trust
Corporation or the Federal Deposit Insurance Corporation. These institutions do
not provide the seller's typical representations against fraud and
misrepresentation. We intend to acquire third party insurance, to the extent
that it is available at a reasonable price, for such risks. In the event we are
unable to acquire such insurance, we would be relying solely on the value of the
collateral underlying the mortgage loans. Accordingly, we will be subject to a
greater risk of loss on obligations purchased from these institutions.

        Since April, 1999, our growth in originating loans has been significant.
In light of this growth, our historical financial performance may be of limited
relevance in predicting future performance. Also, the loans we originate have
been outstanding for a relatively short period of time. Consequently, our
delinquency and loss experience to date may not be indicative of future results.
It is unlikely we will be able to maintain delinquency and loan loss ratios at
their present levels to the extent that our loan portfolio becomes more seasoned
and are not resold by us.

TO THE EXTENT THAT WE ARE UNABLE TO MAINTAIN AN ADEQUATE WAREHOUSE LINE OF
CREDIT, WE MAY HAVE TO CURTAIL LOAN ORIGINATION AND PURCHASING ACTIVITIES

        We rely significantly upon our access to warehouse credit facilities in
order to fund new originations and purchases. We have a $1,000,000 warehouse
line of credit with FirstPlus Bank and a $1,000,000 warehouse line of credit
with First Collateral Services. We expect to be able to maintain its existing
warehouse line of credit (or to obtain replacement or additional financing) as
the current arrangements expire or become fully utilized; however, there can be
no assurance that such financing will be obtainable on favorable terms, if at
all. To the extent we are unable to maintain an adequate warehouse line of
credit, we may have to curtail loan origination and purchasing activities, which
could have a material adverse effect on our operations and financial condition.

                                       13
14

VARIATIONS IN MORTGAGE PREPAYMENTS MAY CAUSE CHANGES IN OUR NET CASH FLOWS

        Mortgage prepayment rates vary from time to time and may cause changes
in the amount of our net cash flows. To the extent that prepayments occur, the
yield on our mortgage loans would be affected as well as our net cash flows.
Prepayments of adjustable-rate mortgage loans included in or underlying
mortgage-backed securities generally increase when then-current mortgage
interest rates fall below the interest rates on such adjustable-rate mortgage
loans. Conversely, prepayments of such mortgage loans generally decrease when
then-current mortgage interest rates exceed the interest rate on the mortgage
loans included in or underlying such mortgage-backed securities. Prepayment
experience also may be affected by the geographic location of the properties
securing the mortgage loans included in or underlying mortgage-backed
securities, the assumability of such mortgage loans, the ability of the borrower
to convert to a fixed-rate loan, conditions in the housing and financial markets
and general economic conditions.

OUR PORTFOLIO OF MORTGAGE LOANS MAY INCLUDE PRIVATELY ISSUED PASS-THROUGH
CERTIFICATES WHICH ARE TYPICALLY NOT GUARANTEED BY THE UNITED STATES GOVERNMENT

        We may include privately issued pass-through certificates backed by
pools of adjustable-rate single family and multi-family mortgage loans and other
real estate-backed mortgage loans in its investment portfolio. Because principal
and interest payments on privately issued pass-through certificates are
typically not guaranteed by the United States government or an agency of the
United States government, such securities generally are structured with one or
more types of credit enhancement. Such forms of credit enhancement are
structured to provide protection against risk of loss due to default on the
underlying mortgage loan, or bankruptcy, fraud and special hazard losses, such
as earthquakes. Typically, third parties insure against these types of losses,
and we would be dependent upon the credit worthiness of the insurer for
credit-rating, claims paying ability of the insurer and timeliness of
reimbursement in the event of a default on the underlying obligations.
Furthermore, the insurance coverage for various types of losses is limited in
amount, and losses in excess of the limitation would be our responsibility.

        We may also purchase mortgage loans issued by GNMA, FNMA or FHLMC. Each
of these entities provides guarantees against risk of loss for securities issued
by it. In the case of GNMA, the timely payment of principal and interest on its
certificates is guaranteed by the full faith and credit of the United States
government. FNMA guarantees the scheduled payments of interest and principal and
the full principal amount of any mortgage loan foreclosed or liquidated on its
obligations. FHLMC guarantees the timely payment of interest and ultimate
collection of principal on its obligations, while with respect to certificates
issued by FNMA and FHLMC, payment of principal and interest of such certificates
are guaranteed only by the respective entity and not by the full faith and
credit of the United States government.

WE ARE DEPENDENT UPON INDEPENDENT MORTGAGE BROKERS AND OTHERS, NONE OF WHOM IS
CONTRACTUALLY OBLIGATED TO DO BUSINESS WITH US

        We depend in part on independent mortgage brokers, financial
institutions, realtors(R) and mortgage bankers for our originations and
purchases of mortgage loans. Our competitors also seek to establish
relationships with such independent mortgage brokers, financial institutions,
realtors(R) and mortgage bankers, none of whom is contractually obligated to
continue to do business with us. In addition, we expect the volume of wholesale
loans that it originates and purchases to increase. Our future results may
become more exposed to fluctuations in the volume and cost of its wholesale
loans resulting from competition from other originators and purchasers of such
loans, market conditions and other factors.

WE WILL HAVE LITTLE CONTROL OVER THE OPERATIONS OF THE PASS-THROUGH ENTITIES IN
WHICH WE MAY PURCHASE INTERESTS

        If we purchase interests in various pass-through entities, it will
itself be in the position of a "holder" of shares of such entities including,
real estate investment trusts, other trusts or partnerships, or a holder of
other types of pass-through interests. Therefore, we will be relying exclusively
on the management capabilities of the general partners, managers and trustees of
those entities for the management and investment decisions made on their behalf.
In particular, except for voting rights on certain matters, we will have no
control over the operations of the pass-through entities in which it purchases
interests, including all matters relating to the operation, management,
investment decisions, income and expenses of such entities, including decisions
with respect to actions to be taken to collect amounts owed to such entities. If
such managers, trustees or general partners take actions or make decisions which
are adverse to a pass-through entity or us, it may not be cost-efficient for us
to challenge such actions or decisions.

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15

Moreover, we do not become a substituted owner of such interests, we will not
have the right to vote on matters on which other interest owners in such
entities have a right to vote or otherwise challenge management decisions.
Finally, should any of such managers, trustees or general partners experience
financial difficulties for any reason, the entities in which we invest could be
adversely affected, thereby adversely affecting the value of our investments.

BORROWERS MAY NOT HAVE SUFFICIENT ASSETS TO PAY OFF THE BALLOON PAYMENTS AT
MATURITY

        Mortgage loans, other than those representing mortgage loans on
single-family residential, may represent "balloon" obligations, requiring no
payments of principal over the term of the indebtedness with a "balloon" payment
of all of the principal due at maturity. "Balloon" payments will probably
require a sale or refinancing of properties at the time they are due. No
assurance can be given that the borrowers will have sufficient assets to pay off
the indebtedness when due, or that sufficient liquidity will be generated from
the disposition or refinancing of the properties to enable the owner to pay the
principal or interest due on such mortgage loans.

UPON FORECLOSURE OF A PROPERTY, WE MAY HAVE DIFFICULTY IN FINDING A PURCHASER OR
MAY HAVE TO SELL THE PROPERTY AT A LOSS

        If a mortgaged property is not sold by the maturity date of the
underlying mortgage loan, the borrower may have difficulty in paying the
outstanding balance of such mortgage loan and may have to refinance the
property. The borrower may also experience difficulty in refinancing the
property if that becomes necessary due to unfavorable interest rates or the
unavailability of credit.

        If any amounts under a mortgage loan are not paid when due, we may
foreclose upon the property of the borrower. In the event of such a default
which requires us to foreclose upon a property or otherwise pursue its remedies
in order to protect the our investment, we will seek to obtain a purchaser for
the property upon such terms as we deem reasonable. However, there can be no
assurance that the amount realized upon any such sale of the underlying property
will result in financial profit or prevent loss to us. In addition, because of
potential adverse changes in the real estate market, locally or nationally, we
may be forced to own and maintain the property for a period of time to protect
the value of its investment. In that event, we may not be able to receive any
cash flow from such mortgage loan and we would be required to pay such sums as
may be necessary to maintain and manage the property.

WE MAY BE REQUIRED TO INVESTIGATE AND CLEAN UP HAZARDOUS OR TOXIC SUBSTANCES OF
PROPERTIES SECURING LOANS THAT ARE IN DEFAULT

        We have not been required to perform any investigation or clean up
activities, nor have we 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 our business, we have acquired and may acquire in the
future properties securing loans that are in default. Although we primarily lend
to owners of residential properties, there is a risk that we could be required
to investigate and clean up hazardous or toxic substances or chemical releases
at such properties after acquisition, 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 pies based on damages and costs
resulting from environmental contamination emanating from such property.

THE AMOUNT OF INTEREST CHARGED TO A BORROWER IS SUBJECT TO COMPLIANCE WITH STATE
USURY LAWS

        The amount of interest payable by a borrower to us may exceed the rate
of interest permitted under the California Usury Law and the usury laws of other
states. Although we do not intend to make or invest in mortgage loans with
usurious interest rates, there are uncertainties in determining the legality of
interest rates. Such limitations, if applicable, may decrease the yield on our
investments.

        With respect to the interest rate charged by us to borrowers in the
State of California, we will be relying upon the exemption from its usury law
which provides that loans that are made or arranged by a licensed real estate
broker and which are secured by a lien on real property are exempt from the
usury law. We intend to use licensed real estate brokers to arrange the mortgage
loans so that no violation of the applicable usury law would take place.
Additionally, if any employee or director of ours or our subsidiaries is a
licensed real estate broker in the State of California, we may use such person
to arrange all or a portion of the mortgage loans to

                                       15
16

qualify for the usury exemption.

        The consequences for failing to abide by the usury law include
forfeiture of all interest payable on the loan, treble damages with respect to
excessive interest actually paid, and criminal penalties. We believe that
because of the applicable exemptions and the provisions of California Civil Code
1917.005 exempting lenders who originate loan transactions from the California
usury laws, no violation of the California Usury Law will occur. We will attempt
to rely on similar exemptions in other states if necessary but there is no
guarantee that it will be able to do so. IF A BORROWER ENTERS BANKRUPTCY, AN
AUTOMATIC STAY WILL PREVENT US OR ANY TRUSTEE FROM FORECLOSING ON THE PROPERTY
SECURING SUCH BORROWER'S LOAN UNTIL RELIEF FROM THE STAY CAN BE SOUGHT.

        If a borrower enters bankruptcy, either voluntarily or involuntarily, an
automatic stay of all proceedings against the borrower's property will issue.
This stay will prevent the Company or any trustee from foreclosing on the
property securing such borrower's loan until relief from the stay can be sought
from the bankruptcy court. No guaranty can be given that the bankruptcy court
will lift the stay, and significant legal fees and costs may be incurred in
attempting to obtain such relief.

WE FACE COMPETITION IN THE ACQUISITION OF MORTGAGE LOANS FROM COMPETITORS HAVING
GREATER FINANCIAL RESOURCES

        We will face 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 REITs. Many of our
competitors have greater financial resources than ours.

THE MARKET PRICE OF OUR COMMON STOCK MAY EXPERIENCE FLUCTUATION UNRELATED TO
OPERATING PERFORMANCE, INCLUDING FUTURE PRIVATE OR PUBLIC OFFERINGS OF OUR
CAPITAL STOCK

        The market price of our Common Stock may experience fluctuations that
are unrelated to our operating performance. In particular, the price of the
Common Stock may be affected by general market price movements as well as
developments specifically related to the mortgage industry such as, among other
things, interest rate movements. In addition, our operating income on a
quarterly basis is significantly dependent upon the successful completion of our
loan sales in the market, and our inability to complete these transactions in a
particular quarter may have a material adverse impact on our results of
operations for that quarter and could, therefore, negatively impact the price of
the Common Stock.

        We may increase our capital by making additional private or public
offerings of its Common Stock, securities convertible into its Common Stock,
preferred stock or debt securities. The actual or perceived effect of such
offerings, the timing of which cannot be predicted, may be the dilution of the
book value or earnings per share of the Common Stock outstanding, which may
result in the reduction of the market price of the Common Stock and affect our
ability to access the capital markets.

BECAUSE OF INTENSE COMPETITION FOR SKILLED PERSONNEL, WE MAY NOT BE ABLE TO
RECRUIT OR RETAIN NECESSARY PERSONNEL ON A COST-EFFECTIVE BASIS

        Our future success will depend in large part upon our ability to
identify, hire, retain and motivate highly skilled employees. We plan to
significantly increase the number of our marketing, sales, customer support and
operations employees to effectively serve the evolving needs of our present and
future customers. Competition for highly skilled employees in our industry is
intense. In addition, employees may leave our company and subsequently compete
against us. Our failure to attract and retain these qualified employees could
significantly harm our business. The loss of the services of any of our
qualified employees, the inability to attract or retain qualified personnel in
the future or delays in hiring required personnel could hinder the development
and introduction of new and enhanced products and harm our ability to sell our
products. Moreover, companies in our industry whose employees accept positions
with competitors frequently claim that their competitors have engaged in unfair
hiring practices. We may be subject to such claims in the future as we seek to
hire qualified personnel, some of whom may currently be working for our
competitors. Some of these claims may result in material litigation. We could
incur substantial costs in defending ourselves against these claims, regardless
of their merits.

                                       16
17

THE LOSS OF ANY OF OUR KEY PERSONNEL COULD SIGNIFICANTLY HARM OUR BUSINESS

        Our success depends to a significant degree upon the continuing
contributions of our key management, technical, marketing and sales employees.
The loss of the services of any key employee could significantly harm our
business, financial condition and results of operations. There can be no
assurance that we will be successful in retaining our key employees or that we
can attract or retain additional skilled personnel as required. Failure to
retain key personnel could significantly harm our business, financial condition
and results of operations.

OUR FAILURE TO PROTECT OUR INTELLECTUAL PROPERTY MAY SIGNIFICANTLY HARM OUR
BUSINESS

        Our future success and ability to compete is dependent, in part, on our
proprietary technology. We rely on a combination of trade secret, copyright and
trademark laws to establish and protect our proprietary rights. To date, we have
relied primarily on proprietary processes and know-how to protect our
intellectual property. We also generally enter into confidentiality agreements
with our employees and consultants, strictly limit access to and distribution of
our source code and further limit the disclosure and use of our other
proprietary information. However, these agreements provide only limited
protection of our intellectual property rights. In addition, we may not have
signed agreements containing adequate protective provisions in every case, and
the contractual provisions that are in place and the protection they provide may
not provide us with adequate protection in all circumstances. Any infringement
of our proprietary rights could result in significant litigation costs, and any
failure to adequately protect our proprietary rights could result in our
competitors offering similar products, potentially resulting in loss of a
competitive advantage and decreased revenues. Despite our efforts to protect our
proprietary rights, existing trade secret, copyright and trademark laws afford
us only limited protection. In addition, the laws of some foreign countries do
not protect our proprietary rights to the same extent as do the laws of the
United States. Others may attempt to copy or reverse engineer aspects of our
products or to obtain and use information that we regard as proprietary.
Accordingly, we may not be able to prevent misappropriation of our technologies
or to deter others from developing similar technologies. Further, policing the
unauthorized use of our products is difficult. Litigation may be necessary in
the future to enforce our intellectual property rights or to determine the
validity and scope of the proprietary rights of others. This litigation could
result in substantial costs and diversion of resources and could significantly
harm our business.

CLAIMS THAT WE INFRINGE THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS COULD RESULT IN
SIGNIFICANT EXPENSES OR RESTRICTIONS ON OUR ABILITY TO SELL OUR PRODUCTS

        From time to time, other parties may assert patent, copyright, trademark
and other intellectual property rights to technologies and in various
jurisdictions that are important to our business. Any claims asserting that our
products infringe or may infringe proprietary rights of third parties, if
determined adversely to us, could significantly harm our business. Any claims,
with or without merit, could be time-consuming, result in costly litigation,
divert the efforts of our technical and management personnel, cause product
shipment delays or require us to enter into royalty or licensing agreements, any
of which could significantly harm our business. Royalty or licensing agreements,
if required, may not be available on terms acceptable to us, if at all. In the
event a claim against us was successful and we could not obtain a license to the
relevant technology on acceptable terms or license a substitute technology or
redesign our products to avoid infringement, our business would be harmed.

ANY ACQUISITIONS THAT WE MAY UNDERTAKE COULD BE DIFFICULT TO INTEGRATE, DISRUPT
OUR BUSINESS, DILUTE SHAREHOLDER VALUE AND SIGNIFICANTLY HARM OUR OPERATING
RESULTS

        We expect to review opportunities to buy other businesses or
technologies that would complement our current products, expand the breadth of
our markets or enhance our technical capabilities, or that may otherwise offer
growth opportunities. While we have no current agreements or negotiations
underway, we may buy businesses, products or technologies in the future. If we
make any future acquisitions, we could issue stock that would dilute existing
stockholders' percentage ownership, incur substantial debt or assume contingent
liabilities. We have no experience in acquiring other businesses and
technologies. Potential acquisitions also involve numerous risks, including:

-  problems assimilating the purchased operations, technologies or products;

-  unanticipated costs associated with the acquisition;

                                       17
18

-  diversion of management's attention from our core business;

-  adverse effects on existing business relationships with suppliers and
   customers;

-  risks associated with entering markets in which we have no or limited prior
   experience; and

-  potential loss of the purchased organization's or our own key employees.

        We cannot assure you that we would be successful in overcoming problems
encountered in connection with such acquisitions, and our inability to do so
could significantly harm our business.

OUR HEADQUARTERS AND MANY OF OUR CUSTOMERS ARE LOCATED IN CALIFORNIA WHERE
NATURAL DISASTERS MAY OCCUR

        Currently, our corporate headquarters, many of the borrowers for whom we
provide mortgages are located in California. California historically has been
vulnerable to natural disasters and other risks, such as earthquakes, fires and
floods, which at times have disrupted the local economy and posed physical risks
to our property. We presently do not have redundant, multiple site capacity in
the event of a natural disaster. In the event of such a disaster, our business
would suffer.

OUR EXECUTIVE OFFICERS, DIRECTORS, 5% OR GREATER STOCKHOLDERS AND ENTITIES
AFFILIATED WITH THEM WILL CONTINUE TO OWN A LARGE PERCENTAGE OF OUR VOTING STOCK
AFTER THIS OFFERING, WHICH WILL ALLOW THEM TO CONTROL SUBSTANTIALLY ALL MATTERS
REQUIRING STOCKHOLDER APPROVAL

        Our executive officers, directors, 5% or greater stockholders and
entities affiliated with them beneficially own in excess of 60% of our
outstanding shares of common stock. These stockholders, acting together, are
able to elect at least a majority of our board of directors and to control all
other matters requiring approval by stockholders, including the approval of
mergers or other business combination transactions, going private transactions
and other extraordinary transactions, and the terms of any of these
transactions. This concentration of ownership could have the effect of delaying
or preventing a change in our control or otherwise discouraging a potential
acquirer from attempting to obtain control of us, which in turn could have an
adverse effect on the market price of our common stock or prevent our
stockholders from realizing a premium over the market price for their shares of
common stock.

THE SALE OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK IN THE PUBLIC
MARKET AFTER THIS OFFERING MAY DEPRESS THE MARKET PRICE OF OUR STOCK

        Sales of substantial amounts of our common stock in the public market
due to this offering, or the perception that substantial sales may be made could
cause the market price of our common stock to decline. In addition to the
adverse effect a price decline could have on holders of our common stock, such a
decline would likely impede our ability to raise capital through the issuance of
additional equity securities.

        Certain outstanding shares of our Common Stock presently outstanding are
"restricted securities" and under certain circumstances may in the future be
sold in compliance with Rule 144 or Rule 701 adopted under the Securities Act of
1933, as amended, or some other exemption from registration under the Securities
Act of 1933. Future sales of those shares if sold under Rule 144, Rule 701 or
other exemption could depress the market price of the Common Stock in the public
market. However, there can be no assurance that Rule 144, Rule 701 or any other
specific exemption may be available in the future.

CERTAIN "PENNY STOCK" REGULATIONS MAY APPLY TO OUR COMMON STOCK

        As of the date of the prospectus, our stock is considered so-called
"penny stock." The so called "penny stock" low-priced securities regulations
could affect the resale of our stock. These regulations require broker-dealers
to disclose the risk associated with buying penny stocks and to disclose their
compensation for selling the stock. They may have the effect of reducing the
level of

                                       18
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trading activity in the secondary market for the Common Stock.

FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN

        Some statements under the captions "The Company" and " "Risk Factors and
elsewhere in this prospectus are forward-looking statements. These
forward-looking statements include, but are not limited to, statements about our
industry, plans, objectives, expectations, intentions and assumptions and other
statements contained in the prospectus that are not historical facts. When used
in this prospectus, the words "expect," "anticipate," "intend," "plan,"
"believe," "seek," "estimate" and similar expressions are generally intended to
identify forward-looking statements. Because these forward-looking statements
involve risks and uncertainties, including those described in this "Risk
Factors" section, actual results may differ materially from those expressed or
implied by these forward-looking statements. We do not intend to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. Market data and forecasts used in this prospectus,
have been obtained from independent industry sources. Although we believe these
sources are reliable, we do not guarantee the accuracy and completeness of
historical data obtained from these sources and we have not independently
verified these data. Forecasts and other forward-looking information obtained
from these sources are subject to the same qualifications and the additional
uncertainties accompanying any estimates of future market size.

                                 USE OF PROCEEDS

        E-Net will not receive any of the proceeds form the sale of shares of
common stock by the Selling Shareholders.

                              SELLING SHAREHOLDERS

        Our Shares to which this Reoffer Prospectus relates are being registered
for reoffers and resales by the Selling Shareholders, who acquired the Shares
pursuant to a compensatory benefit plan with E-Net for employment and consulting
services they provided to E-Net. The Selling Shareholders may resell all, a
portion or none of such Shares from time to time.

        The table below sets forth with respect to the Selling Shareholders,
based upon information available to us as of January 26, 2001, the number of
Shares owned, the number of Shares registered by this Reoffer Prospectus and the
number and percent of outstanding Shares that will be owned after the sale of
the registered Shares assuming the sale of all of the registered Shares.
Number of Shares                            Percentage of Shares
                          Number of Shares      Registered by         Number of Shares      Owned by Shareholder
Selling Shareholders      Owned Before Sale     Prospectus            To Be Sold            After Sale(1)
--------------------      -----------------     ----------------      ----------------      --------------------
Kevin Gadawski                160,000               110,000               110,000                    0%
Securities
Compliance Control            440,000               410,000               410,000                    0%
David Villarreal              350,000               350,000               350,000                    0%
Karen Conway                   40,000                30,000               30,000                     0%
Applied Media                  50,000                50,000               50,000                     0%
David Griffith                 50,000                50,000               50,000                     0%
19
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                              PLAN OF DISTRIBUTION

        The Selling Shareholders may sell the Shares for value from time to time
under this Reoffer Prospectus on one or more transactions on the
Over-the-Counter Bulletin Board maintained by Nasdaq, or other exchange, in a
negotiated transaction or in a combination of such methods of sale, at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at prices otherwise negotiated. Such sales shall be compliance
with all of the requirements of Rule 144. The Selling Shareholders may effect
such transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Shareholders and/or the purchasers
of the Shares for whom such broker-dealers may act as agent (which compensation
may be less than or in excess of customary commissions).

        The Selling Shareholders and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares owned by them may be deemed to be
underwriting discounts and commissions under the 1933 Act. All selling and other
expenses incurred by the Selling Shareholders will be borne by the Selling
Shareholders.

        There is no assurance that the Selling Shareholders will sell all or any
portion of the Shares offered. We will pay all expenses in connection with this
offering and will not receive any proceeds from sale of any shares by the
Selling Shareholders.

                                  LEGAL MATTERS

        The validity of the Common Stock offered hereby will be passed upon for
us by Law Office of David M. Griffith, a Professional Corporation, our counsel.
Mr. Griffith is the beneficial owner of 50,000 shares of our Common Stock.

                                       20
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                                     PART II

             INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

4. 2000 Employee Stock Compensation Program, as amended.

5. Opinion of the Law Office of David M. Griffith, a Professional Corporation,
as to the validity of the securities registered hereunder.

23.1. Consent of the Law Office of David M. Griffith, a Professional Corporation
(set forth in the opinion filed as Exhibit 5 to this Registration Statement).

23.2. Consent of McKennon Wilson & Morgan LLP.

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                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, in the City of Costa Mesa, State of California on
February 1, 2001.

                                            By: /s/ VINCENT RINEHART
                                               ---------------------------------
                                               VINCENT RINEHART
                                               President and Chief
                                               Executive Officer

        In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated.
SIGNATURE                                TITLE                                 DATE
            ---------                                -----                                 ----
/s/ SCOTT PRESTA                     Secretary and Director                       February 1, 2001
----------------------------------
       SCOTT PRESTA

   /s/ VINCENT RINEHART                 Chairman of the Board, President             February 1, 2001
----------------------------------      and Chief Executive Officer
       VINCENT RINEHART                 (Principal Executive Officer)

   /s/ KEVIN GADAWSKI                   Acting Chief Financial Officer (Principal    February 1, 2001
----------------------------------      Financial and Accounting Officer)
           KEVIN GADAWSKI
22
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                                  EXHIBIT INDEX
EXHIBIT
NUMBER        DESCRIPTION
4.            2000 Employee Stock Compensation Program, as amended.

5.            Opinion of the Law Office of David M. Griffith, a Professional Corporation,
              as to the validity of the securities registered hereunder.

23.1.         Consent of the Law Office of David M. Griffith, a Professional
              Corporation (set forth in the opinion filed as Exhibit 5 to this
              Registration Statement).

23.2.         Consent of McKennon Wilson & Morgan LLP
-----------------------------------