UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended September 30, 1999 or / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-20865 e-Net, Inc. (Exact name of registrant as specified in its charter) Delaware 52-1929282 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 12800 Middlebrook Road, Suite 400, Germantown, MD 20874 (Address of principal executive offices) (Zip Code) (301) 601-8700 (Registrant's telephone number, including area code) Not applicable (Former name, former address and former fiscal year, if changed since last report.) Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO --- --- The number of shares of the Registrant's common stock, $.01 par value per share, outstanding as of November 10, 1999 was 8,456,987. Transitional small business disclosure format (check one): YES NO x --- --- The exhibit index appears in sequentially numbered page: 16 -1- TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Page Item 1. Consolidated Financial Statements (Unaudited) Accountants' Review Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Consolidated Balance Sheets as of September 30 and March 31, 1999 . . . . . . . . . . . . . . . . . . . 4 Consolidated Statements of Operations for the three months ended September 30, 1999 and 1998. . . . . . 5 Consolidated Statements of Operations for the six months ended September 30, 1999 and 1998. . . . . . . 6 Consolidated Statements of Cash Flows for the six months ended September 30, 1999 and 1998. . . . . . . 7 Consolidated Statements of Stockholders' Equity as of September 30, 1999. . . . . . . . . . . . . . . . 8 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Item 2. Management's Discussion and Analysis Or Plan of Operations . . . . . . . . . . . . . . . . . . . . . . . 10 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Exhibit Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 -2- Board of Directors e-Net, Inc. We have reviewed the accompanying consolidated balance sheet of e-Net, Inc. (a Delaware Corporation) as of September 30, 1999, and the related consolidated statements of operations, stockholders' equity and cash flows for the six-month periods ended September 30, 1999 and 1998, and the statements of operations for the three month periods ended September 30, 1999 and 1998. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with generally accepted accounting principles. We have previously audited, in accordance with generally accepted auditing standards, the balance sheet as of March 31, 1999, and the related statements of operations, stockholders' equity and cash flows for the year then ended (not presented herein), and in our report dated June 10, 1999, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying condensed balance sheet as of March 31, 1999 is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived. Grant Thornton LLP Vienna, Virginia October 28, 1999 -3- e-NET, INC. CONSOLIDATED BALANCE SHEETS ASSETS September 30, 1999 March 31, 1999 ------------------ -------------- (Unaudited) (Audited) Current Assets Cash and cash equivalents $ 2,130,806 $ 1,760,627 Short-term investments, at market 1,256,074 4,618,587 Accounts receivable 107,163 749,903 Inventory - 583,634 Prepaid expenses 78,235 120,873 ---------- --------- TOTAL CURRENT ASSETS 3,572,278 7,833,624 DEPOSITS AND OTHER ASSETS 37,946 44,322 PROPERTY, AND EQUIPMENT, NET 564,277 500,627 SOFTWARE DEVELOPMENT COSTS, NET - 488,570 ---------- --------- $ 4,174,501 $ 8,867,143 ---------- --------- ---------- --------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable--trade $ 190,995 $ 279,266 Accrued liabilities 951,790 669,652 ---------- --------- TOTAL CURRENT LIABILITIES 1,142,785 948,918 LONG TERM DEBT - - TOTAL LIABILITIES 1,142,785 948,918 STOCKHOLDERS' EQUITY Common stock, $.01 par value, 50,000,000 shares authorized, 8,449,660 and 8,291,955 shares outstanding at September 30 and March 31, 1999, respectively 84,496 82,919 Treasury Stock (10,500) - Stock subscriptions and notes receivable - (23) Additional paid-in capital 29,125,168 28,479,060 Retained deficit (26,167,448) (20,643,731) ---------- --------- TOTAL STOCKHOLDERS' EQUITY 3,031,716 7,918,225 ---------- --------- $ 4,174,501 $ 8,867,143 ---------- --------- ---------- --------- The accompanying notes are an integral part of these statements. -4- e-NET, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED September 30, 1999 September 30, 1998 ------------------ ------------------ SALES Products $ 1,416 $ 131,898 Services 117,044 185,313 ----------- ----------- Total sales 118,460 317,211 COST OF PRODUCT SOLD AND SERVICE PROVIDED Products -- 83,326 Services 102,141 46,489 ----------- ----------- Total cost of product sold and service provided 102,141 129,815 GROSS PROFIT 16,319 187,396 OPERATING EXPENSES Selling, general and administrative 1,462,508 1,609,051 Research and development 503,810 718,914 ----------- ----------- LOSS FROM OPERATIONS (1,949,999) (2,140,569) INTEREST AND FINANCING CHARGES Other expenses (57,605) (43,323) Interest income 46,157 149,739 ----------- ----------- LOSS BEFORE INCOME TAXES (1,961,447) (2,034,153) INCOME TAX PROVISION -- -- ----------- ----------- NET LOSS $(1,961,447) $(2,034,153) ----------- ----------- ----------- ----------- LOSS PER SHARE $ (.23) $ (.25) ----------- ----------- ----------- ----------- WEIGHTED AVERAGE SHARES OUTSTANDING 8,352,753 8,247,565 The accompanying notes are an integral part of these statements. -5- e-NET, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) SIX MONTHS ENDED September 30, 1999 September 30, 1998 ------------------ ------------------ SALES Products $ 3,259 $ 435,793 Services 272,905 314,688 ----------- ----------- Total sales 276,164 750,481 COST OF PRODUCT SOLD AND SERVICE PROVIDED Products 584 273,649 Services 199,880 89,737 ----------- ----------- Total cost of product sold and service provided 200,464 363,386 GROSS PROFIT 75,700 387,095 OPERATING EXPENSES Selling, general and administrative 2,994,219 3,141,935 Restructuring Costs 1,710,000 -- Research and development 894,384 1,273,651 ----------- ----------- LOSS FROM OPERATIONS (5,522,903) (4,028,491) INTEREST AND FINANCING CHARGES Other expenses (104,830) (112,112) Interest income 104,016 227,272 ----------- ----------- LOSS BEFORE INCOME TAXES (5,523,717) (3,913,331) INCOME TAX PROVISION -- -- ----------- ----------- NET LOSS $(5,523,717) $(3,913,331) ----------- ----------- ----------- ----------- LOSS PER SHARE $ (.66) $ (.52) ----------- ----------- ----------- ----------- WEIGHTED AVERAGE SHARES OUTSTANDING 8,325,470 7,525,431 The accompanying notes are an integral part of these statements. -6- e-NET, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) SIX MONTHS ENDED September 30, 1999 September 30, 1998 ------------------ ------------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (5,523,717) $ (3,913,331) Adjustments to reconcile net loss to net cash from operating activities Depreciation and amortization 236,306 206,682 Loss on retirement of fixed assets 12,700 -- Stock-based compensation 34,902 -- Non-Cash Restructuring Costs 1,710,000 -- Decrease (Increase) in accounts receivable 322,621 (154,865) Decrease (Increase) in inventory 8,556 (345,914) Decrease (Increase) in prepaid expenses, deposits and other assets 49,014 (217,163) Decrease (Increase) in accounts payable and accrued liabilities (219,958) 133,016 ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES (3,369,576) (4,291,575) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (225,064) (262,734 Capitalized software development costs -- (30,000) Sale of (Investment in) short term securities 3,362,513 (2,994,349 ------------ ------------ NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 3,137,449 (3,287,083) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Net proceeds from of common stock exercise in 1999 and private placement of common stock and exercise of common stock warrants in 1998 611,206 14,290,362 Issuance of common stock 1,577 25,199 Purchase of treasury stock (10,500) -- Payments of common stock subscriptions receivable 23 23 ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 602,306 14,315,584 ------------ ------------ NET INCREASE IN CASH AND CASH EQUIVALENTS 370,179 6,736,926 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,760,627 855,743 ------------ ------------ CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,130,806 $ 7,592,669 ------------ ------------ ------------ ------------ SUPPLEMENTAL DISCLOSURES: Income Taxes Paid $ -- $ -- ------------ ------------ ------------ ------------ Interest Paid $ -- $ -- ------------ ------------ ------------ ------------ The accompanying notes are an integral part of these statements. -7- e-NET, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) Common Stock Stock Subscriptions Additional Total No. of And Notes Paid in Treasury Retained Stockholders Shares Amount Receivable Capital Stock Deficit Equity ------ ------ ---------- ------- ----- ------- ------ BALANCE, APRIL 1, 1999 8,291,955 $82,919 $(23) $28,479,060 $ -- $(20,643,731) $ 7,918,225 Issuance of common stock associated with: stock option exercises 157,705 1,577 -- 611,206 -- -- 612,783 Stock-based compensation -- -- -- 34,902 -- -- 34,902 Payment of stock subscriptions -- -- $ 23 -- -- -- 23 Purchase of Treasury Stock -- -- -- -- (10,500) -- (10,500) Net loss -- -- -- -- -- (5,523,717) (5,523,717) --------- -------- ---- ------------ --------- ------------ ----------- BALANCE, SEPTEMBER 30, 1999 8,449,660 $84,496 $ -- $29,125,168 $(10,500) $(26,167,448) $ 3,031,716 --------- -------- ---- ------------ --------- ------------ ----------- --------- -------- ---- ------------ --------- ------------ ----------- The accompanying notes are an integral part of these statements. -8- e-NET, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE A--BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements include the accounts of e-Net, Inc. and its wholly owned subsidiary, ZeroPlus.com, Inc., (collectively, the "Company"), which was incorporated in June 1999. Such statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the regulations of the Securities and Exchange Commission; accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included. The consolidated results of operations for the quarter and six months ended September 30, 1999 are not necessarily indicative of the results for the fiscal year ending March 31, 2000. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the fiscal year ended March 31, 1999. NOTE B--RESTRUCTURING COSTS During the quarter ended June 30, 1999 the Company recorded a charge of approximately $1.7 million related primarily to a restructuring program that is expected to be fully implemented by December 31, 1999. The charge includes a provision for reductions in the carrying value of various Company assets and the accrual of expenses related to the Company's network gateway equipment activities. The other accrued expenses related to restructuring costs at September 30, 1999 were approximately $156,000 and was associated with estimated equipment and support costs. The restructuring effort, a refinement of the Company's previously announced "niche" strategy, refocuses the Company's operating model based on a comprehensive strategy of making voice and telephony functions easily available at common entry points to digital data networks. The Company intends to use its core technology competency in advancement of its voice-over-digital data networks business by exploiting markets that it believes pose fewer competitive risks. NOTE C--INVENTORY Inventory is stated at the lower of cost or market value. As indicated in Note B above, the carrying value of inventory has been eliminated as a part of the restructuring program. The Company continues to maintain the physical inventory of equipment and integrated circuit boards. Any proceeds received resulting from inventory disposal will be recorded in the period received. NOTE D--SOFTWARE DEVELOPMENT COSTS The Company has capitalized certain software development costs incurred after establishing technological feasibility. Software costs will be amortized over the estimated useful life of the software once the product is available for general release to customers. As indicated in Note B above, the capitalized software carrying value has been eliminated as a part of the restructuring program. NOTE E--LINE OF CREDIT FACILITY On June 25, 1999, the Company signed a one (1) year promissory note for a $1,000,000 line of credit facility that is secured by investments, receivables and fixed assets of the Company. NOTE F--NON-QUALIFIED STOCK OPTION PLAN At September 30, 1999, the Company had two stock-based compensation plans. As permitted under generally accepted accounting principles, grants under those plans are accounted for following APB Opinion No. 25 and related interpretations. Accordingly, only the compensation cost associated with grants to non-employees or non-directors of the Company have been recognized in the amount of $34,902 for the six months ended September 30, 1999. All options granted to employees are non-compensatory. NOTE G--INCOME TAXES The Company has generated net operating losses since its inception. At September 30, 1999, the Company recorded a valuation allowance in an amount equal to the deferred tax asset due to the uncertainty of generating future taxable income. NOTE H--CONCENTRATION All of the Company's accounts receivable balance at September 30, 1999 were from one customer, and approximately 97% of the Company's sales for the six months ended September 30, 1999, were from two customers. -9- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS. This information should be read in conjunction with the Management's Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes contained in the our Annual Report on Form 10-KSB for the fiscal year ended March 31, 1999. RESULTS OF OPERATIONS SECOND QUARTER ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998 NET SALES Sales for the second quarter ended September 30, 1999 were approximately $118,500, a decrease of 63% over the approximately $317,200 recorded for the corresponding quarter of 1998. The revenue decrease was due to a shift in focus from sales of our Telecom 2000 customer premises-based gateway - - medium systems products to our restructuring efforts described below. The services sales for the quarter ended September 30, 1999, were primarily from one customer. Through the end of the second quarter ended September 30, 1999 we have recorded no sales from our wholly-owned subsidiary ZeroPlus.com, Inc. GROSS PROFIT Gross profits for the second quarter ended September 30, 1999 were approximately $16,300 or 14% of sales, compared to the approximately $187,400 or 59% of sales for the corresponding quarter of 1998. The amount of gross profit decrease was due to reduced product sales resulting from a shift in focus from sales of our Telecom 2000 customer premises-based gateway - medium systems products to our restructuring efforts described below. OPERATING EXPENSES Selling, general & administrative expenses for the second quarter ended September 30, 1999, were approximately $1,462,500, a decrease of 9% over the approximately $1,609,100 recorded for the corresponding quarter of 1998. The dollar decrease in these expenses over the prior year reflected reduced spending for personnel and programs consistent with the shift in focus from sales of our Telecom 2000 customer premises-based gateway - medium systems products to our restructuring efforts described below. Research & development expenses for the second quarter ended September 30, 1999, were approximately $503,800, a 30% decrease over the approximately $718,900 recorded for the corresponding quarter of 1998. The decreased expenditures for research and development are due to the decrease in number of employees and other expenditures devoted to the general development of the Company's technology products. OTHER INCOME (EXPENSE) Other income (expense) for the second quarter ended September 30, 1999, was approximately $(11,400), a decrease over the approximately $106,400 recorded for the corresponding quarter of 1998. In the second quarter ended September 30, 1999, the Company's other income and expenses included interest income, which decreased over 1998 due to the use of investments to fund working capital requirements. SIX MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30, 1998 NET SALES Net sales for the six months ended September 30, 1999 were approximately $276,200, a decrease of 63% over the approximately $750,500 recorded for the corresponding period of 1998. The revenue decrease was due to a shift in focus from sales of our Telecom 2000 customer premises-based gateway - medium systems products to our restructuring efforts described below. Product sales were only approximately $3,300 in the six months ended September 30, 1999 compared to $435,800 recorded for the corresponding period of 1998. The services sales for the six months ended September 30, 1999 were primarily from two customers. Through the end of the second quarter ended September 30, 1999 we have recorded no sales from our wholly-owned subsidiary ZeroPlus.com, Inc. GROSS PROFIT -10- Gross profits for the six months ended September 30, 1999 were approximately $75,700 or 27% of sales, compared to approximately $387,100 or 52% of sales for the corresponding period of 1998. The amount of gross profit decrease was due to reduced product sales resulting from a shift in focus from sales of our Telecom 2000 customer premises-based gateway - medium systems products to our restructuring efforts described below. OPERATING EXPENSES Selling, general & administrative expenses for the six months ended September 30, 1999 were approximately $2,994,200, a decrease of 5% over the approximately $3,141,900 recorded for the corresponding period of 1998. These expenses reflected decreased spending for personnel, advertising and substantial marketing expenditures made in connection with promotion of our Telecom 2000 technology products. During the six months ended September 30, 1998 selling, general & administrative expenses included significant costs associated with advertising and tradeshows that we did not incur in the corresponding period in 1999. However, we incurred additional expenses for personnel, travel, and other management efforts in connection with our shift in focus from sales of our Telecom 2000 customer premises-based gateway - medium systems products to our restructuring efforts described below. Restructuring costs in the six months ended September 30, 1999 were approximately $1,710,000. The costs were related primarily to a refinement of our previously announced "niche" strategy. The charge includes a provision for reductions in the carrying value of various assets and the accrual of expenses related to our network gateway equipment activities. We are in the process of further refining our operating model, in the direction contemplated by our previously announced "niche" strategy, toward a comprehensive strategy of making voice and telephony functions available at common entry points to digital data networks. We intend to use our core technology competency in voice-over-digital data networks by exploiting markets that we believe pose fewer competitive risks. The formation of a wholly owned subsidiary, ZeroPlus.com, Inc., in June 1999, to offer a free software-only voice-over-internet product, is the first example of our effort. Market access points upon which we intend to refocus include Telecom 2000 desktop - small systems and selected versions of our customer-premises-based gateway - medium systems. Through these access points, we believe that we can provide our customers with quick and easy access to the advantages of voice-over-digital data network technology, building on our strengths, specifically, the ability to provide voice-over-digital data network telephony that operates similarly to the traditional telephone network. We believe that this initiative will position us to take advantage of partnerships with Internet service providers, Internet portals, and data network carriers to leverage off their larger customer distribution capabilities. As we continue to implement this refined program, we have indefinitely delayed our Telecom 2000 carrier class gateway - - large systems project, and we expect to shift our focus in Telecom 2000 customer premises-based gateways - medium systems to market niches consistent with our refined strategy. Research & development expenses for the six months ended September 30, 1999 were approximately $894,400, an decrease of 30% over the approximately $1,273,700 recorded for the corresponding period of 1998. The decrease in the research and development expenditures for the 1999 period reflected lower overall workforce costs and reduced third party supplier costs for new integrated printed circuit boards and the related software. OTHER INCOME (EXPENSE) Other income (expense) for the six months ended September 30, 1999, was approximately $(800), a decrease over the approximately $115,200 recorded for the corresponding period of 1998. The decrease in other income (expense) in 1999 is due primarily to the interest income decrease over 1998 due to the use of investments to fund working capital requirements. -11- OTHER IMPACT OF INFLATION The Company does not believe that inflation has had a material adverse effect on sales or income during the past several years. Increases in supplies or other operating costs may adversely affect the Company's operations; however, the Company believes it may increase prices of its products and systems to offset increases in costs of goods sold or other operating costs. SEASONALITY Based our experience to date, the we believe that our future operating results may be subject to quarterly variations based on a variety of factors, but seasonal changes in the weather should have little or no effect. LIQUIDITY AND CAPITAL RESOURCES In the six months September 30, 1999, we used approximately $(3,529,800) in cash flows from operating activities, excluding changes in assets and liabilities, during the six months ended September 30, 1999, compared to approximately $(3,707,000) for the corresponding period of 1998. The total net cash used by operating activities was approximately $(3,369,600) for the six months ended September 30, 1999, compared to approximately $(4,291,600) for the corresponding period of 1998. Cash provided by investing activities totalled approximately $3,137,400 for the six months ended September 30, 1999 as compared to approximately $(3,287,100) used in investing activities for the corresponding period of 1998. The main component of that investing activity was the sale of short-term securities of approximately $3,365,900, as well as continued expenditures for equipment of approximately $225,100. The majority of the expenditures related to the refinement of our operating model described above. Cash provided by financing activities totalled approximately $602,300 compared to approximately $14,315,600 for the corresponding period in 1998. We successfully completed a private placement in April 1998 that yielded net proceeds of approximately $5,100,000, and exercises of our common stock warrants prior to their redemption in September 1998 yielded net proceeds of approximately $9,000,000. We have access to a $1,000,000 credit line secured by investments, fixed assets and receivables, but did not borrow against that line of credit during the six months ended September 30, 1999. We expect to continue to make significant investments in the future to support our overall growth. We presently have cash and cash equivalents, investments and a line of credit that we believe will be sufficient to meet near-term cash requirements. However, we expect that our operational cash requirements will stay the same or increase as a result of our restructuring efforts and funding of our subsidiary ZeroPlus.com, Inc. We expect that additional equity financing arrangements will be required within the next six months. We currently are exploring financing alternatives, but we cannot assure that such financing will be obtained in a time period or manner that will not impact our current operational plans. FUTURE OPERATING RESULTS The preceding paragraphs and the following discussion include forward-looking statements regarding our future financial position and results of operations. Actual financial position and results of operations may differ materially from these statements. All such statements are qualified by the cautionary statements set forth in Part I, Item 1 of our most recent Annual Report on Form 10-KSB, as amended, under "Forward Looking and Cautionary Statements," as well as the following statements. We have invested significant amounts in the research and development and the initial product rollout marketing and selling for the Telecom 2000 product line. Even after our restructuring is completed, the emphasis, attention, and dedication of our limited resources to the Telecom 2000 product line will, in our view, continue to cause losses. However, we believe that the value and sales potential of our refocused Telecom 2000 product line outweighs the risk of continued operating losses. We believe that our revenues will grow as we continue to implement our revised operating model and deliver new Telecom 2000 products that make voice and telephony functions easily available at common entry points to digital data networks, which we will target under -12- our refined strategy. However, our refined strategy is new and still under development. While we believe it offers us the possibility of increased revenue growth sooner than did our previous equipment-based strategy, we can make no assurance of this result. We do not expect revenue growth to occur ratably in the near term. Revenue growth, if any, in fiscal 2000 will depend to a large extent on the timing and success of the finalization and rollout of our refined strategy. Because of these and other uncertainties affecting our future operating results, past performance should not be considered to be a reliable indicator of future performance. The use of historical trends to anticipate results or trends in future periods may be inappropriate. In addition, our participation in a highly dynamic industry may result in significant volatility in the price of our common stock. -13- PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibit Description 10.1 Revenue Sharing, Service Development, and Joint Marketing Alliance Agreement dated September 15, 1999 by and between IXC Communication Services, Inc. and e-Net, Inc. (b) Since the end of its most recent fiscal year on March 31, 1999, e-Net, Inc. has filed the following reports on Form 8-K: Date of Report Item Reported September 15, 1999 Press Release -14- SIGNATURES Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. e-Net, Inc. (Registrant) DATE: November 15 1999 /s/ Donald J. Shoff ---------------------------------- Donald J. Shoff Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) -15- EXHIBIT INDEX PAGE DOCUMENT 17 10.1 Revenue Sharing, Service Development, and Joint Marketing Alliance Agreement dated September 15, 1999 by and between IXC Communication Services, Inc. and e-Net, Inc. 27 Financial Data Schedule. -16-