E-NET CORPORATION
(FORMERLY SUARRO COMMUNICATIONS, INC.)
6 Venture, Suite 207
Irvine, California 92618
COMMISSION FILE NUMBER 0-24512
DISCLOSURE STATEMENT
PURSUANT TO
SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
Introduction
This Statement is being mailed on or about March 18, 1999 to holders of
record on February 15, 1999, of the shares of Common Stock, par value $.001
per share (the "Common Stock") of E-Net Corporation (formerly Suarro
Communications, Inc.), a Nevada corporation (the "Company"). It is being
furnished in connection with the change of the Company's directors to be
effected at a Board meeting to be held at the closing of the transaction
discussed below, to be held on or about March 31, 1999.
Background of Transaction and Change in Control
Pursuant to the terms of two separate agreements (the "Agreements")
between the Company and E-Net Mortgage Corp., a Nevada corporation
("Mortgage") and the Company and City Pacific International, Inc., a Nevada
corporation, ("City") the Company has agreed to acquire all of Mortgage's and
City's issued and outstanding shares of common stock (collectively, the
"Private Stock") in exchange for an aggregate of 2,000,000 "restricted" shares
of the Company's Common Stock to the shareholders of Mortgage and 500,000
"restricted" shares of the Company's Common Stock to the shareholders of City
(the "Transactions"). As of the date of this Disclosure Statement, there are
1,000,000 shares of the Company's Common Stock issued and outstanding. As
part of the terms of agreement between the Company and Mortgage and the
Company and City, the Company will undertake a forward split of its issued
and outstanding common stock whereby two (2) shares of common stock will be
issued in exchange for each share then outstanding, in order to establish the
number of common shares issued and outstanding at closing to be 2,000,000
shares. Accordingly, if all of the issued and outstanding shares of
Mortgage's and City's Private Stock are exchanged for the Company's Common
Stock, the holders thereof will own approximately 55% of the Company's
4,500,000 shares of Common Stock which would then be issued and outstanding.
Upon consummation of the Transactions, the Company's current officers
and directors will resign and will be replaced by Directors and Officers
selected by Mortgage's management (see "Directors and Executive Officers and
Related Transactions").
Consummation of the Transactions will result in a change of control. If
the Transactions are not consummated, the Company's current officers and
directors will not resign and there will not be a change in control. The
Company anticipates, but cannot assure, that the Agreement will be executed
on or about March 31, 1999, with the closing to occur shortly thereafter.
Reason for Disclosure Statement
Because a majority of its directors is being changed otherwise than at a
meeting of stockholders, the Company is required pursuant to Rule 14f-1
promulgated under the Securities Exchange Act of 1934, as amended, to provide
its stockholders and the Securities and Exchange Commission (the "Commission")
with certain information not less than ten days prior to the date on which the
change will take place, or such other time period as may be established by the
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Commission. This Disclosure Statement is being filed with the Commission and
sent to stockholders in compliance with that Rule.
Information Relating to the Company's Securities
As of the date of this report, there are outstanding 1,000,000 shares of
the Company's Common Stock. Each outstanding share of Common Stock entitles
the record holder thereof to one vote on all matters which are to be presented
to stockholders for their consideration. The Common Stock is the only issued
and outstanding stock of the Company.
Principal Stockholders
The following table sets forth as of the date of this report certain
information with respect to all those known by the Company to be record or
beneficial owners of more than 5% of its outstanding Common Stock, each
Director and all Directors and Officers as a group.
No. of Percentage
Name Shares Owned Ownership
---------------- ------------ ----------
Adam Stull(1) 1,000 .10%
Libby Stull(1) 1,000 .10%
George Unwin(1) 900 .09%
Dovecote Ltd. 202,800 20.30%
Joseph J. Thuney 300,000 30.00%
Jim Thuney 395,800 39.50%
All Officers and 2,900 .29%
Directors as a
Group (3 persons)
_______________________
(1) Officer and/or director.
The following table sets forth as of the date hereof, certain information
with respect to all those known by the Company who, retroactively assuming
consummation of the Transaction, would be the record or beneficial owners of
more than 5% of its outstanding Common Stock, each newly-appointed director
and executive officer of the Company and all newly-appointed Directors as a
group. Except as indicated in the footnotes to the table, the listed
stockholders hold sole voting and investment power over their respective
shares.
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<CAPTION>
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
- ------------------------- ------------------ ---------------- -----------
<S> <C> <C> <C>
H-Group, LLC None 2,000,000 44.0%
12851 Haster St., #10B
Garden Grove, CA 92840
Michael P. Roth President/Director -0- -0-%
12851 Haster St., #10B
Garden Grove, CA 92840
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<CAPTION>
Shares of
Common Stock
to be owned upon Approximate
consummation of Percent
Name and Address Offices To Be Held the Transfer of Class
- ------------------------- ------------------ ---------------- -----------
<S> <C> <C> <C>
Karen Conway Secretary/Director -0- -0-%
2102 Business Center Dr.
Irvine, CA 92612
Theodore A. Bohrer Vice President/Director -0- -0-%
1069 Kildare Ave.
Sunnyvale, CA 94087
E.G. Marchi None 500,000 11.1%
3707 Truett
Shreveport, LA 71107
Dovecote Ltd. None 405,600 9.0%
Watergardens 5, Suite 14
Gibralter
Joseph Thuney None 600,000 13.3%
11550 NE 76th Street
A-3 #66
Vancouver, WA 98662
Jim Thuney None 791,600 17.4%
11017 NE Sherwood Dr.
Vancouver, WA 98686
All Proposed Directors -0- -0-%
and Officers as a
Group (3 persons)
Legal Proceedings
There are no legal proceedings to which any director, officer or
affiliate of the Company, any owner of record or beneficially of more than
five percent of the Company's Common Stock, or any associate of any of the
foregoing, is a party adverse to the Company or any of its subsidiaries or has
a material interest adverse to Company or any of its subsidiaries.
Directors and Executive Officers and Related Transactions
Directors and Executive Officers.
The Directors and Officers of the Company as of the date of this report
are as follows:
Name Age Position
------------ --- -------------------
Adam Stull 37 President, Director
Libby Stull 42 Secretary, Director
George Unwin 52 Director
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Resumes:
Adam Stull, President and a director. Mr. Stull has held his positions
with the Company since he was elected on December 15, 1997. From October
1997 through the present, Mr. Stull has been a partner of Goldberg Burke &
Stull, LLP, Attorneys, Irvine, California, engaged in the practice of law,
emphasizing criminal law and general business matters. Prior to that, Mr.
Stull was a partner in the firm of Stull & Stull, Bakersfield, California
from January 1994 to September 1997. From 1993 to 1994, Mr. Stull was an
assistant at Pacific Coast Chemicals, Berkeley, California. Mr. Stull
received a Juris Doctor degree from California Western School of Law, San
Diego in 1988 and a Bachelor of Arts degree from the University of
California, Santa Barbara in 1984.
Libby Stull, Secretary and Director. Ms. Stull has held her position
with the Company since she was elected on December 15, 1997. Since 1997, Ms.
Stull has been employed by Goldberg Burke & Stull, LLP, Attorneys, Irvine,
California, engaged in the practice of law, emphasizing civil litigation and
general business matters. Prior to that, Ms. Stull was a partner in the firm
of Stull & Stull, Bakersfield, California from 1994 to 1997. Ms. Stull was
engaged in a general law practice as a sole practitioner from 1990 to 1993.
Ms. Stull received a Juris Doctor degree from Hastings College of Law, San
Francisco, California in 1981 and a Bachelor of Arts, Political Science
degree from UCLA in 1978.
George Unwin, Director. Mr. Unwin has held his position with the Company
since he was elected on December 15, 1997. Since 1993, Mr. Unwin has been a
self-employed, free-lance writer of advertising and marketing materials in
Southern California. He creates advertising and marketing materials for a
host of private clients and has written advertising copy for numerous local
newspaper and magazine publishers.
If and when the Transaction is consummated, the Company's current
officers and directors will resign and will be replaced, without stockholder
action, by the following Officers and Directors:
Name Age Position
Michael P. Roth 37 President/Director
Karen Conway 39 Secretary/Treasurer/Director
Theodore A. Bohrer 55 Vice President/Director
Resumes:
Michael P. Roth has been President and Director of E-Net Mortgage Corp.
since March 1, 1998. Michael P. Roth has had over 13 years experience in real
estate lending and consumer finance, with emphasis on strong leadership,
networking, underwriting, customer service and sales in FNMA and Freddie Mac
Loans. Before E-Net Mortgage Corporation, he took over the direction of
Hospitality Group Inc., predecessor of E-Net, where as a consultant he
researched and developed a viable concept of Family Financial Health Centers.
Positions he has held recently include Branch Manager from April, 1998 to
December, 1998 with Standard Financial Services in Irvine-Mission Hills,
California; Vice President, Lender Services from August, 1997 to February,
1998 with Integrated Resources, Inc., Westlake Village, California.; Senior
Loan Officer from July, 1995 to July 1997 with Glendale Federal Bank in
Newport Beach, California; and Mortgage Broker from October, 1989 to July,
1995 with Home Loan Funding, Inc. in Irvine, California.
Karen Conway has been Secretary/Treasurer and a Director of E-Net
Mortgage Corp. since February 1, 1999. Ms. Conway is an attorney admitted to
the California Bar with offices in Irvine, California. Before serving as
counsel and Secretary for E-Net Mortgage Corp., she has held positions in the
corporate arena, most recently as Compensation and Benefits Administrator for
OnLine
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Connecting Point in Irvine, California. Prior to this, her experience
included a position at Platt College, where she developed and taught classes
in Torts, Contracts, Corporations, Business Law, Legal Research, Legal
Writing, Wills and Trusts, Family Law, Criminal Law, Law Office Procedure,
Civil Procedure, and Workers Compensation. Prior to her position at Platt,
Ms. Conway was an Associate with the Law Offices of Joseph R. Scarpello, where
she specialized in personal injury litigation. Ms. Conway also worked for the
city of Anaheim, where she was responsible for Budgeting, Recruitment, Hiring
and Training in the Recreation and Community Services Department.
Theodore A. Rohrer has been Vice President and a Director of E-Net
Mortgage Corp. since February 1, 1999. Mr. Bohrer's career in financial
institutions and information services has spanned 25 years after serving as
a Naval aviator, being discharged as a Lieutenant Commander in 1974. Before
joining E-Net Mortgage as broker of record, his most recent position involved
developing Net Fund, a mortgage company in San Jose. Prior to that he has
held a variety of positions as a consultant in the communications industry
specializing in transport of compressed long distance voice and data traffic.
Positions of significance in the financial community include banking
experience as Vice President and broker of record of San Francisco Bancorp
from 1980 to 1983, Director for State Wide Thrift and Loan Association
(F.D.I.C. approved) from 1984 to 1988, and founder and President of Concept
2001 from 1989 to 1997.
Compensation
For the period since inception, no officer or director of E-Net Mortgage
received remuneration. No annual salaries will be paid in the foreseeable
future. There are no employment agreements between Mortgage and its executive
officers or directors.
The Company may award stock options to key employees, members of
management, directors and consultants under stock option programs as bonuses
based on performance. However, as of the date of this information statement,
no such plans have been adopted by the Company.
Related Party Transactions
As of the date hereof, none of Mortgage's or City's present directors,
officers, 5% of greater shareholders or any affiliate thereof, either
individually or through ownership of a controlling interest in any company or
other entity engages in business with Mortgage or City.
Standing Audit, Nominating and Compensation Committees.
The Board of Directors of the Company has no standing audit, nominating
or compensation committees.
Information Relating to Board of Directors Meetings.
The Company presently has three Directors. During the fiscal year ended
April 30, 1998, the Directors held one meeting of the Board of Directors.
Compensation of Directors and Executive Officers
The Company's officers and directors have not been paid a salary during
the fiscal year ended April 30, 1998. The Company maintains a policy whereby
the directors and executive officers of the Company may be reimbursed for
out-of-pocket expenses incurred in the performance of their duties. The
Company did not reimburse any director or officer for such expenses during the
1998 fiscal year.
The Company has no bonus or incentive plans in effect, nor are there any
understandings in place concerning additional compensation to the Company's
officers or directors.
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Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors and person who own more than 10% of the
Company's Common Stock to file reports of ownership and changes in ownership
with the Securities and Exchange Commission, provided that there were any
changes to such persons respective stock holdings in the Company during the
previous fiscal year.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no forms were
required for those persons, the Company believes that during the 1998 fiscal
year all filing requirements applicable to Officers, Directors and greater
than 10% beneficial owners were complied with.
Dated: March 18, 1999
E-NET CORPORATION
/s/ Adam Stull
Adam Stull, President
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