SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                   __________________________________________
                                   FORM 10-KSB
                                   (Mark one)
[X]   Annual  report under section 13 or 15(d) of the Securities Exchange Act of
1934  For  the  fiscal  year  ended  April  30,  2001
OR                                   ----------------
[_]   Transition report under section 13 or 15(d) of the Securities Exchange Act
of  1934  For  the  transition  Period  from  ________  to  ________.

Commission  file  number:      000-32093
                         --------------------

                              SLW ENTERPRISES INC.
                              --------------------
                 (Name of small business issuer in its charter)

            Washington                                  91-2022980
            ----------                                  ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or  organization)

    Suite 210 - 580 Hornby Street
 Vancouver, British Columbia, Canada                    V6C 3B6
---------------------------------------                (Zip Code)
(Address of principal executive offices)

Issuer's  telephone  number:  (604) 687-6991

Securities registered under Section 12(b) of the Act:
            (Title  of  Class)                        Name of exchange on which
                                                      registered

                  None                                          None
        ------------------------                       ------------------------

Securities registered under
       Section 12(g) of the Act:  Common Stock, $0.0001 par value
                                  -------------------------------
                                         (Title  of  class)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities Exchange Act during the past 12 months (or for
such  shorter period that the registrant was required to file such reports), and
(2)  has  been  subject  to  such  filing  requirements  for  the  past 90 days.
     Yes   X       No
          ---         ---

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [_]

Registrant's  revenues  for  its  most  recent  fiscal  year:  $Nil
                                                               ----


<PAGE>
The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  on  July 9, 2001, computed at which the stock was sold, was $10,000,
assuming  solely  for  purposes  of  this  calculation  that  all  directors and
executive  officers  of  the  issuer  are  "affiliates."  This  determination of
affiliate  status  is  not  necessarily  a  conclusive  determination  for other
purposes.

On  July  9,  2001, the registrant had 2,600,000 shares of Common Stock, $0.0001
par  value  per  share,  issued  and  outstanding.


TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT:  Yes [_]    No [X]


                                        2
<PAGE>
<TABLE>
<CAPTION>
                                   SLW ENTERPRISES INC.

INDEX  TO
ANNUAL  REPORT  ON  FORM  10-KSB
FOR  THE  TWELVE  MONTH  PERIOD  ENDED  APRIL  30,  2001
<S>                                                                                     <C>
PART I                                                                                  PAGE
Item 1   Description of Business  . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Item 2   Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . . .    13
Item 3   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
Item 4   Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . .    13

PART II
Item 5   Market for Common Equity and Related Stockholder Matters . . . . . . . . . .    14
Item 6   Management's Discussion & Analysis . . . . . . . . . . . . . . . . . . . . .    14
Item 7   Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-1
Item 8   Changes In and Disagreements with Accountants. . . . . . . . . . . . . . . .    17

PART III
Item 9   Directors, Executive Officers, Promoters and Control Persons; Compliance With
         Section 16(a) of the Exchange Act. . . . . . . . . . . . . . . . . . . . . .    17
Item 10  Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .    17
Item 11  Security Ownership of Certain Beneficial Owners and Management . . . . . . .    18
Item 12  Certain Relationships and Related Transactions . . . . . . . . . . . . . . .    19
Item 13  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . .    19

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   .19
</TABLE>


                                        3
<PAGE>
                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS
-----------------------------------

Certain  statements  contained  in  this  Report, including, without limitation,
statements containing the words, "believes," "anticipates," "expects," and other
words  of  similar  import,  constitute  "forward-looking statements" within the
meaning  of  Section  27A of the Securities Act of 1933, as amended, and Section
21E  of  the  Securities  Exchange Act of 1934, as amended. Such forward-looking
statements  involve  known  and  unknown  risks, uncertainties and other factors
which  may  cause  the  actual  results,  performance  or  achievements  of  SLW
Enterprises  Inc.  to  be  materially  different  from  any  future  results,
performance,  or  achievements  expressed  or  implied  by  such forward-looking
statements.  Given these uncertainties, readers are cautioned not to place undue
reliance  on such forward-looking statements. SLW Enterprises Inc. disclaims any
obligation to update any such factors or to announce publicly the results of any
revision  of  the  forward-looking  statements  contained  or  incorporated  by
reference  herein  to  reflect  future  events  or  developments.

THE COMPANY

     GENERAL

SLW  Enterprises  was  incorporated under the laws of the State of Washington on
March  24,  2000,  and is in its early developmental and promotional stages.  To
date,  SLW  Enterprises'  only  activities have been organizational, directed at
acquiring  its  principal  asset, raising its initial capital and developing its
business  plan.  SLW  Enterprises  has not commenced commercial operations.  SLW
Enterprises  has  no  full  time  employees  and  owns  no  real  estate.

     ACQUISITION  OF  THE  LICENSE

On  April  13,  2000,  SLW  Enterprises'  majority shareholder, Suzanne Wood, in
return  for  a  promissory  note for $35,000, transferred to SLW Enterprises her
rights  under  that  certain  License  Agreement  with Vitamineralherb.com.  The
License  Agreement  grants  an exclusive right to distribute Vitamineralherb.com
products  to  health  and  fitness  professionals  in  Montana, South Dakota and
Wyoming  via  the  Internet.  Ms.  Wood  acquired  the  license  from
Vitamineralherb.com  for  a  promissory  note  for  $35,000  payable  from  SLW
Enterprises  to  Vitamineralherb.com  upon  the  successful  completion  of  SLW
Enterprises'  initial  public  offering.

     THE  LICENSE

SLW  Enterprises has a three year license to market and sell vitamins, minerals,
nutritional  supplements,  and  other  health  and  fitness  products to medical
professionals,  alternative  health  professionals,  martial  arts  studios  and
instructors,  sports  and  fitness  trainers,  other  health  and  fitness
professionals, school and other fund raising programs and other similar types of
customers  via  the  Internet for sale to their clients.  The license grants SLW
Enterprises  an exclusive license for the territory of Montana, South Dakota and
Wyoming.  The  license  will  be automatically renewed unless SLW Enterprises or
Vitamineralherb.com  gives  the  other  notice  of  its  intent  not to renew.


                                        4
<PAGE>
Vitamineralherb.com  has  agreed  to  provide  certain  business  administrative
services  to  SLW  Enterprises,  including product development, store inventory,
website  creation  and  maintenance,  establishment  of  banking  liaisons,  and
development and maintenance of an order fulfillment system, thereby enabling SLW
Enterprises  to  focus  strictly  on marketing and sales. Some services, such as
development of the website and the order fulfillment system, will be provided by
Vitamineralherb.com,  while  others,  such  as  product  development  and  store
inventory,  will  be  provided by the product supplier. Vitamineralherb.com sets
the  price  for products based on the manufacturer's price, plus a mark up which
Vitamineralherb.com  and  SLW  Enterprises  share  equally.

SLW  Enterprises (and its customers) will have access to all products offered on
the  Vitamineralherb  website, as well as the ability to order custom-formulated
and  custom-labeled  products.  Vitamineralherb.com  sets the price for products
based  on  the  manufacturer's  price,  plus a mark up which SLW Enterprises and
Vitamineralherb.com  share  equally.  Three  different  labeling  options  are
available  to customers:  First, products may be ordered with the manufacturer's
standard  label  with  no  customization.  Second,  the  fitness  or  health
professional  may  customize  the  labels by adding its name, address, and phone
number  to  the  standard  label.  In  most  cases,  these  labels  would  be  a
standardized  label  with  product  information and a place on the label for the
wording  "Distributed  by."  This gives these health and fitness professionals a
competitive  edge.  Third, labels may be completely customized for the health or
fitness  professional.

When  a  fitness  or  health  professional  becomes  a  client, SLW Enterprises'
salesperson will show the client how to access the Vitamineralherb website.  The
client  is  assigned  an  identification number that identifies it by territory,
salesperson,  and  business name, address, and other pertinent information.  The
health  or  fitness professional may then order the products it desires directly
through  the  Vitamineralherb.com website, paying for the purchase with a credit
card,  electronic check ("e-check"), or debit card.  All products are shipped by
the  manufacturer  directly  to  the  professional  or  its  clients.

The  website  is  maintained  by  Vitamineralherb.com, and each licensee pays an
annual  website maintenance fee of $500.  All financial transactions are handled
by  Vitamineralherb.com's Internet clearing bank.  The Vitamineralherb webmaster
downloads  e-mail  orders  several  times  a  day, checks with clearing bank for
payment  and  then  submits  the  product  order  and  electronic payment to the
supplier.  Vitamineralherb.com  will  then forward the money due SLW Enterprises
via  electronic funds transfer.  Vitamineralherb's software will track all sales
through  the  customer's  identification number, and at month end, e-mail to SLW
Enterprises  and  customer  a  detailed  report  including  sales  commissions.
Vitamineralherb  has  indicated  that it will use e-commerce advertising such as
banner  ads  on major servers and websites, as well as trying to insure that all
major search engines pick Vitamineralherb.com first.  Sales originating from the
website  to  customers  located  in  Montana,  South  Dakota  and  Wyoming  will
automatically  be  assigned to SLW Enterprises, whether or not originated by SLW
Enterprises'  marketing  efforts.


     BACKGROUND  ON  THE  MANUFACTURER  AND  DISTRIBUTOR

Vitamineralherb.com  entered into a Manufacturing Agreement, dated June 9, 2000,
with  Ives  Formulation  Co.,  of  San  Diego, California. Ives Formulation is a


                                        5
<PAGE>
wholly-owned subsidiary of Ives Health Company, Inc., a public company traded on
the Bulletin Board under the symbol "IVEH". Ives Formulation has been a contract
manufacturer of vitamin, mineral, nutritional supplement, and alternative health
products  for various marketing organizations. In addition to a line of standard
products,  Ives  Formulation  is able to manufacture custom blended products for
customers,  and  to  supply  privately  labeled  products  for  SLW Enterprises'
customers at a minimal added cost. Vitamineralherb.com has just begun developing
its  vitamin  marketing  and  distributorship  business.

     IMPLEMENTATION  OF  BUSINESS  PLAN:  MILESTONES

SLW  Enterprises'  business  plan  is  to  determine  the feasibility of selling
Vitamineralherb.com  products  to  targeted  markets.  Should  SLW  Enterprises
determine  that  its business plan is feasible, it intends to employ salespeople
to call on medical professionals, alternative health professionals, martial arts
studios  and instructors, sports and fitness trainers, other  health and fitness
professionals, school and other fund raising programs and other similar types of
customers  to  interest  these  professionals  in  selling  to  their  clients
high-quality,  low-cost  vitamins,  minerals, nutritional supplements, and other
health  and  fitness  products.  These  professionals would sell the products to
their  clients via the Internet.  SLW Enterprises will achieve implementation of
its  business  plan  by  meeting  the  following  milestones:

-    MILESTONE  1  - MARKET SURVEY. In order to determine the feasibility of its
     business  plan,  SLW  Enterprises  must  conduct  research into the various
     potential  target markets. The market analysis research will likely consist
     of  a  telephone  survey to 100-200 potential clients, focusing on three or
     four  of  the core target markets, such as chiropractors, health clubs, and
     alternative  medicine  practitioners.  The  survey  would  likely  contain
     questions which would determine the marketing approach and acceptability of
     specific  products.

-    MILESTONE  2: - HIRE SALESPEOPLE. Should SLW Enterprises determine that the
     exploitation  of  the  license  is  feasible,  it  will then have to engage
     salespeople  to  market  the  products. SLW Enterprises expects that it may
     hire two salespeople during its first year of operation. The hiring process
     would  include running advertisements in the local newspaper and conducting
     interviews.  It is anticipated that hiring the salespeople may take four to
     eight  weeks.  The  cost  of  hiring  the  salespeople,  not  including
     compensation,  is  estimated  at  $20,000.

-    MILESTONE  3:  ESTABLISH  AN  OFFICE.  SLW  Enterprises  would then have to
     establish  an  office  or  offices  for  the sales force in the appropriate
     market  or  markets.  This  would  include  an  office,  equipment  such as
     computers  and  telephones, and sample inventory for the salespeople. It is
     anticipated  that  it  may  take eight to twelve weeks to locate acceptable
     office  space  and  select  and  purchase  equipment. The expense of office
     rental,  equipment  and  inventory  samples  is estimated to be $45,000 per
     year.

-    MILESTONE 4: DEVELOPMENT OF ADVERTISING CAMPAIGN. The next step would be to
     develop an advertising campaign, including establishing a list of prospects
     based  on  potential clients identified in the market survey, and designing
     and  printing  sales  materials.  It  is  anticipated  that  it  would take
     approximately  six  to  ten  weeks  to  develop  the  advertising campaign,
     although,  depending on the availability of resources, SLW Enterprises will


                                        6
<PAGE>
     attempt  to develop its advertising campaign concurrently with establishing
     an  office.  The  cost  of  developing  the  campaign  is  estimated  at
     approximately  $12,000  per  year.

-    MILESTONE  5:  IMPLEMENTATION  OF  ADVERTISING  CAMPAIGN/SALES  CALLS.
     Implementation  of  the  advertising  campaign would begin with mailing the
     sales  materials  to the identified list of prospects. Approximately two to
     four weeks thereafter, the salespeople would begin telephone follow ups and
     scheduling  of  sales  calls.  Although  it will be necessary to make sales
     calls  throughout  the  life of the company, it is estimated that the first
     round  of  sales  calls  will  take  approximately eight to twelve weeks to
     complete.  The cost of salary and expenses for two salespeople is estimated
     at  $248,000  per  year.

-    MILESTONE 6: ACHIEVE REVENUES. It is difficult to quantify how long it will
     take  to  convert  a  sales  call  into  actual  sales  and  revenues.  SLW
     Enterprises  will  not begin receiving orders until its sales force is able
     to  convince  potential  clients  to  begin offering such products to their
     customers,  or  to convert from an existing supplier. SLW Enterprises hopes
     that clients  would begin placing orders within four weeks of a sales call,
     but  it  may  take several months before people begin to purchase products.
     Moreover, customers may not be willing to pay for products at the time they
     order, and may insist on buying on account, which delay receipt of revenues
     another  month  or  two.

SLW  Enterprises will have to obtain additional financing through an offering or
through  capital  contributions  by  current  shareholders.  No  commitments  to
provide  additional  funds  have  been  made  by  management  or  shareholders.
Accordingly,  there  can  be  no  assurance  that  any  additional funds will be
available  on  terms  acceptable  to  SLW  Enterprises  or  at  all.

     INDUSTRY  BACKGROUND

     GROWTH  OF  THE  INTERNET  AND  ELECTRONIC  COMMERCE

The  Internet  has  become an increasingly significant medium for communication,
information  and  commerce.  According  to  NUA Internet Surveys, as of February
2000,  there  were approximately 275.5 million Internet users worldwide.  At the
IDC  Internet  Executive Forum held on September 28-29, 1999, IDC stated that in
1999  US $109 billion in purchases involved the Internet.  IDC's vice president,
Sean  Kaldor,  indicated  that figure is expected to increase more than ten-fold
over  the  next  five  years  to  US  $1.3  trillion  in 2003, with $842 million
completed  directly  over  the Web.  SLW Enterprises believes that this dramatic
growth  presents  significant  opportunities  for  online  retailers.

     THE  VITAMIN,  SUPPLEMENT,  MINERAL  AND ALTERNATIVE HEALTH PRODUCT MARKET.

In  recent  years,  a  growing  awareness  of vitamins, herbs, and other dietary
supplements  by  the general public has created a whole new segment in the field
of  medicine  and  health  care  products.  According to Jupiter Communications,
online  sales  of  such  products are expected to be US $434 million in the year
2003, up from $1 million in 1998.  SLW Enterprises believes that several factors
are  driving  this growth, including a rapidly growing segment of the population
that  is  concerned  with  aging and disease, a growing interest in preventative


                                        7
<PAGE>
health care, favorable consumer attitudes toward alternative health products and
a  favorable regulatory statute, the Dietary Supplement Health and Education Act
of  1994.

     COMPETITION

The  electronic  commerce  industry  is  new,  rapidly  evolving  and  intensely
competitive, and SLW Enterprises expects competition to intensify in the future.
Barriers  to  entry are minimal and current and new competitors can launch sites
at  a  relatively  low  cost.  In addition, the vitamin, supplement, mineral and
alternative  health  product  market  is very competitive and highly fragmented,
with  no  clear  dominant leader and increasing public and commercial attention.

     SLW  Enterprises' competitors can be divided into several groups including:

     -    traditional  vitamins,  supplements,  minerals  and alternative health
          products  retailers;
     -    the  online  retail  initiatives  of  several  traditional  vitamins,
          supplements,  minerals  and  alternative  health  products  retailers;
     -    online  retailers  of pharmaceutical and other health-related products
          that also carry vitamins, supplements, minerals and alternative health
          products;
     -    independent  online  retailers  specializing in vitamins, supplements,
          minerals  and  alternative  health  products;
     -    mail-order  and  catalog  retailers of vitamins, supplements, minerals
          and  alternative health products, some of which have already developed
          online  retail  outlets;  and
     -    direct sales organizations, retail drugstore chains, health food store
          merchants,  mass  market  retail  chains  and various manufacturers of
          alternative  health  products.

Many  of SLW Enterprises' potential competitors have longer operating histories,
larger  customer  or  user  bases,  greater  brand recognition and significantly
greater  financial,  marketing and other resources than SLW Enterprises has.  In
addition,  an  online  retailer may be acquired by, receive investments from, or
enter  into  other  commercial  relationships with, larger, well-established and
well-financed  companies  as  use  of the Internet and other electronic services
increases.  Competitors  have  and  may  continue to adopt aggressive pricing or
inventory  availability  policies  and  devote  substantially  more resources to
website  and  systems  development  than  SLW  Enterprises  does.  Increased
competition  may  result  in reduced operating margins and loss of market share.

SLW  Enterprises  believes  that the principal competitive factors in its market
are:

     -    ability  to  attract  and  retain  customers;
     -    breadth  of  product  selection;
     -    product  pricing;
     -    ability  to  customize  products  and  labeling;
     -    quality  and  responsiveness  of  customer  service.

SLW  Enterprises  believes  that  it  can  compete  favorably  on these factors.
However,  SLW  Enterprises  will  have  no  control  over  how  successful  its
competitors  are  in  addressing  these  factors.  In  addition,  with  little
difficulty,  SLW  Enterprises'  online  competitors  can  duplicate  many of the
products  or  services  offered  on  the  Vitamineralherb.com  site.


                                        8
<PAGE>
SLW  Enterprises  believes  that traditional retailers of vitamins, supplements,
minerals  and  other  alternative  health  products  face  several challenges in
succeeding:

     -    Lack  of  convenience  and personalized service. Traditional retailers
          have limited store hours and locations. Traditional retailers are also
          unable  to  provide  consumers  with  product advice tailored to their
          particular  situation.
     -    Limited  product  assortment.  The  capital  and real estate intensive
          nature  of  store-based retailers limit the product selection that can
          be  economically  offered  in  each  store  location.
     -    Lack  of  Customer  Loyalty. Although the larger traditional retailers
          often  attract  customers,  many  of these customers are only one-time
          users.  People  are  often attractive to the name brands, but find the
          products  too  expensive.  It  is  understood  that  these are quality
          products  and  have  value,  but the multilevel structure of marketing
          often  employed  by  large  retailers  mandate  high  prices.

As  a  result  of  the  foregoing limitations, SLW Enterprises believes there is
significant  unmet  demand  for an alternative shopping channel that can provide
consumers  of  vitamins,  supplements,  minerals  and  other  alternative health
products  with  a  broad array of products and a convenient and private shopping
experience.

SLW  Enterprises hopes to attract and retain consumers through the following key
attributes  of  its  business:

     -    Broad  Expandable  Product  Assortment.  SLW  Enterprises'  product
          selection  is  substantially  larger  than that offered by store-based
          retailers.
     -    Low  Product  Prices.  Product  prices  can  be kept low due to volume
          purchases  through  SLW  Enterprises'  affiliation  with
          Vitamineralherb.com  and  other licensees. Product prices will also be
          lower  due to SLW Enterprises' lack of need of inventory and warehouse
          space.  All  products  are  shipped from International Formulation and
          Manufacturing's  inventory.
     -    Accessibility  to  Customized  Products.  At  minimal cost, health and
          fitness  practitioners  may offer their customers customized products.
     -    Access  to  Personalized  Programs. Health or fitness professional can
          tailor  vitamin  and  dietary  supplement  regimes  to  their clients.

     REGULATORY  ENVIRONMENT

The  manufacturing, processing, formulating, packaging, labeling and advertising
of  the  products  SLW  Enterprises sells may be subject to regulation by one or
more  U.S.  federal  agencies,  including  the Food and Drug Administration, the
Federal  Trade  Commission,  the United States Department of Agriculture and the
Environmental  Protection  Agency.  These  activities  also  may be regulated by
various  agencies  of  the  states,  localities  and  foreign countries in which
consumers  reside.

The  Food  and  Drug  Administration,  in particular, regulates the formulation,
manufacture,  labeling and distribution of foods, including dietary supplements,
cosmetics  and  over-the- counter or homeopathic drugs.  Under the Federal Food,
Drug,  and  Cosmetic  Act,  the  Food  and  Drug  Administration  may  undertake
enforcement  actions  against  companies  marketing  unapproved  drugs,  or


                                        9
<PAGE>
"adulterated"  or "misbranded" products.  The remedies available to the Food and
Drug  Administration  include:  criminal  prosecution; an injunction to stop the
sale  of  a  company's  products;  seizure  of  products; adverse publicity; and
"voluntary"  recalls  and  labeling  changes.

Food  and  Drug  Administration  regulations  require that certain informational
labeling  be  presented  in  a  prescribed  manner  on all foods, drugs, dietary
supplements  and  cosmetics.  Specifically,  the  Food,  Drug,  and Cosmetic Act
requires  that  food, including dietary supplements, drugs and cosmetics, not be
"misbranded."  A product may be deemed an unapproved drug and "misbranded" if it
bears  improper  claims  or improper labeling.  The Food and Drug Administration
has  indicated  that  promotional statements made about dietary supplements on a
company's  website may constitute "labeling" for purposes of compliance with the
provisions  of  the Food, Drug, and Cosmetic Act.  A manufacturer or distributor
of  dietary  supplements  must  notify  the Food and Drug Administration when it
markets  a  product  with  labeling claims that the product has an effect on the
structure  or  function  of  the  body.  Noncompliance  with the Food, Drug, and
Cosmetic Act, and recently enacted amendments to that Act discussed below, could
result  in  enforcement  action  by  the  Food  and  Drug  Administration.

The  Food, Drug, and Cosmetic Act has been amended several times with respect to
dietary  supplements,  most recently by the Nutrition Labeling and Education Act
of  1990  and  the  Dietary  Supplement  Health  and Education Act of 1994.  The
Dietary  Supplement  Health  and Education Act created a new statutory framework
governing  the definition, regulation and labeling of dietary supplements.  With
respect to definition, the Dietary Supplement Health and Education Act created a
new class of dietary supplements, consisting of vitamins, minerals, herbs, amino
acids and other dietary substances for human use to supplement the diet, as well
as  concentrates,  metabolites,  extracts  or  combinations  of  such  dietary
ingredients.  Generally,  under the Dietary Supplement Health and Education Act,
dietary  ingredients that were on the market before October 15, 1994 may be sold
without Food and Drug Administration pre-approval and without notifying the Food
and  Drug  Administration.  In contrast, a new dietary ingredient, i.e., one not
on  the  market before October 15, 1994, requires proof that it has been used as
an  article of food without being chemically altered or evidence of a history of
use  or  other evidence of safety establishing that it is reasonably expected to
be  safe.  Retailers,  in  addition  to  dietary  supplement  manufacturers, are
responsible  for  ensuring  that  the  products they market for sale comply with
these regulations.  Noncompliance could result in enforcement action by the Food
and  Drug  Administration, an injunction prohibiting the sale of products deemed
to  be  noncompliant,  the  seizure  of  such products and criminal prosecution.

The Food and Drug Administration has indicated that claims or statements made on
a company's website about dietary supplements may constitute "labeling" and thus
be  subject  to regulation by the Food and Drug Administration.  With respect to
labeling,  the  Dietary  Supplement Health and Education Act amends, for dietary
supplements,  the  Nutrition  Labeling  and  Education  Act  by  providing  that
"statements  of  nutritional  support,"  also referred to as "structure/function
claims,"  may  be  used  in  dietary  supplement  labeling without Food and Drug
Administration  pre-approval,  provided  certain  requirements  are  met.  These
statements  may describe how particular dietary ingredients affect the structure
or  function  of  the  body,  or  the  mechanism  of  action  by which a dietary
ingredient  may  affect  body  structure  or  function, but may not state a drug
claim,  i.e.,  a claim that a dietary supplement will diagnose, mitigate, treat,
cure  or  prevent  a  disease.  A  company  making  a  "statement of nutritional
support" must possess substantiating evidence for the statement, disclose on the
label  that  the Food and Drug Administration has not reviewed the statement and


                                       10
<PAGE>
that  the  product is not intended for use for a disease and notify the Food and
Drug  Administration  of the statement within 30 days after its initial use.  It
is  possible  that  the  statements  presented  in  connection  with  product
descriptions  on  SLW  Enterprises'  site may be determined by the Food and Drug
Administration  to  be  drug  claims  rather  than  acceptable  statements  of
nutritional  support.  In  addition,  some  of  SLW  Enterprises'  suppliers may
incorporate objectionable statements directly in their product names or on their
products'  labels,  or  otherwise  fail to comply with applicable manufacturing,
labeling and registration requirements for over-the-counter or homeopathic drugs
or  dietary  supplements.  As  a  result, Vitamineralherb.com may have to remove
objectionable  statements  or products from its site or modify these statements,
or product names or labels, in order to comply with Food and Drug Administration
regulations.  Such  changes  could  interfere with SLW Enterprises' marketing of
products  and  could  cause  us  to  incur  significant  additional  expenses.

In  addition,  the  Dietary  Supplement  Health  and  Education  Act  allows the
dissemination of "third party literature" in connection with the sale of dietary
supplements  to  consumers  at  retail  if  the  publication  meets  statutory
requirements.  Under  the  Dietary  Supplement  Health and Education Act, "third
party  literature" may be distributed if, among other things, it is not false or
misleading,  no  particular  manufacturer  or  brand  of  dietary  supplement is
promoted,  a  balanced  view  of available scientific information on the subject
matter is presented and there is physical separation from dietary supplements in
stores.  The  extent  to which this provision may be used by online retailers is
not  yet  clear, and SLW Enterprises cannot assure you that all pieces of "third
party  literature"  that may be disseminated in connection with the products SLW
Enterprises offers for sale will be determined to be lawful by the Food and Drug
Administration.  Any  such  failure  could  render  the  involved  product  an
unapproved  drug  or  a  "misbranded"  product,  potentially  subjecting  us  to
enforcement  action  by  the Food and Drug Administration, and could require the
removal of the noncompliant literature from Vitamineralherb.com's website or the
modification  of  SLW  Enterprises'  selling  methods,  interfering  with  SLW
Enterprises  continued  marketing  of  that  product  and  causing  us  to incur
significant  additional  expenses.  Given  the  fact that the Dietary Supplement
Health  and  Education  Act  was  enacted only five years ago, the Food and Drug
Administration's  regulatory policy and enforcement positions on certain aspects
of  the  new  law  are  still evolving.  Moreover, ongoing and future litigation
between  dietary  supplement companies and the Food and Drug Administration will
likely further refine the legal interpretations of the Dietary Supplement Health
and  Education  Act.  As  a  result,  the  regulatory status of certain types of
dietary  supplement  products,  as  well as the nature and extent of permissible
claims  will remain unclear for the foreseeable future.  Two areas in particular
that  pose  potential  regulatory  risk  are  the limits on claims implying some
benefit  or relationship with a disease or related condition and the application
of  the  physical separation requirement for "third party literature" as applied
to  Internet  sales.

In  addition to the regulatory scheme under the Food, Drug and Cosmetic Act, the
advertising  and promotion of dietary supplements, foods, over-the-counter drugs
and  cosmetics  is  subject  to  scrutiny  by the Federal Trade Commission.  The
Federal  Trade  Commission  Act  prohibits  "unfair or deceptive" advertising or
marketing  practices, and the Federal Trade Commission has pursued numerous food
and  dietary supplement manufacturers and retailers for deceptive advertising or
failure to substantiate promotional claims, including, in many instances, claims
made  via  the  Internet.  The  Federal  Trade  Commission has the power to seek
administrative  or  judicial  relief  prohibiting  a  wide variety of claims, to
enjoin future advertising, to seek redress or restitution payments and to seek a
consent  order and seek monetary penalties for the violation of a consent order.


                                       11
<PAGE>
In  general, existing laws and regulations apply fully to transactions and other
activity  on  the  Internet.  The  Federal Trade Commission is in the process of
reviewing its policies regarding the applicability of its rules and its consumer
protection guides to the Internet and other electronic media.  The Federal Trade
Commission  has  already undertaken a new monitoring and enforcement initiative,
"Operation  Cure-All,"  targeting allegedly bogus health claims for products and
treatments  offered  for  sale  on  the  Internet.  Many states impose their own
labeling  or  safety  requirements  that  differ from or add to existing federal
requirements.

SLW  Enterprises cannot predict the nature of any future U.S. laws, regulations,
interpretations  or  applications,  nor  can it determine what effect additional
governmental  regulations  or  administrative  orders,  when and if promulgated,
would  have  on  its business in the future.  Although the regulation of dietary
supplements  is  less  restrictive  than  that  of drugs and food additives, SLW
Enterprises  cannot assure you that the current statutory scheme and regulations
applicable  to  dietary  supplements will remain less restrictive.  Further, SLW
Enterprises  cannot  assure you that, under existing laws and regulations, or if
more  stringent statutes are enacted, regulations are promulgated or enforcement
policies  are adopted, it is or will be in compliance with these existing or new
statutes,  regulations  or  enforcement  policies  without  incurring  material
expenses or adjusting its business strategy.  Any laws, regulations, enforcement
policies,  interpretations  or  applications  applicable  to  SLW  Enterprises'
business  could  require  the  reformulation  of  certain  products  to meet new
standards,  the  recall  or  discontinuance  of  certain products not capable of
reformulation,  additional  record  keeping,  expanded  documentation  of  the
properties  of  certain  products,  expanded or different labeling or scientific
substantiation.

     REGULATION  OF  THE  INTERNET

In  general,  existing  laws  and  regulations  apply  to transactions and other
activity  on  the Internet; however, the precise applicability of these laws and
regulations  to  the Internet is sometimes uncertain.  The vast majority of such
laws  were  adopted prior to the advent of the Internet and, as a result, do not
contemplate or address the unique issues of the Internet or electronic commerce.
Nevertheless,  numerous  federal  and  state  government  agencies  have already
demonstrated significant activity in promoting consumer protection and enforcing
other  regulatory and disclosure statutes on the Internet.  Additionally, due to
the  increasing  use of the Internet as a medium for commerce and communication,
it  is possible that new laws and regulations may be enacted with respect to the
Internet  and  electronic commerce covering issues such as user privacy, freedom
of  expression,  advertising,  pricing,  content  and  quality  of  products and
services,  taxation, intellectual property rights and information security.  The
adoption  of such laws or regulations and the applicability of existing laws and
regulations  to the Internet may impair the growth of Internet use and result in
a  decline  in  SLW  Enterprises'  sales.

A number of legislative proposals have been made at the federal, state and local
level,  and  by  foreign  governments, that would impose additional taxes on the
sale  of  goods  and  services  over the Internet, and certain states have taken
measures  to tax Internet-related activities.  Although Congress recently placed
a  three-year  moratorium  on new state and local taxes on Internet access or on
discriminatory  taxes  on electronic commerce, existing state or local laws were
expressly  excepted  from  this  moratorium.  Further,  once  this moratorium is
lifted,  some  type  of  federal and/or state taxes may be imposed upon Internet
commerce.  Such  legislation  or  other attempts at regulating commerce over the
Internet may substantially impair the growth of commerce on the Internet and, as


                                       12
<PAGE>
a  result,  adversely  affect  SLW  Enterprises' opportunity to derive financial
benefit  from  such  activities.

     EMPLOYEES

SLW  Enterprises  is a development stage company and currently has no employees.
SLW  Enterprises  is  currently  managed  by  Suzanne Wood, its sole officer and
director.  SLW  Enterprises looks to Ms. Wood for her entrepreneurial skills and
talents.  Management  plans  to  use  consultants,  attorneys and accountants as
necessary  and  does  not  plan  to  engage  any full-time employees in the near
future.  SLW  Enterprises  may  hire  marketing employees based on the projected
size  of  the  market  and  the compensation necessary to retain qualified sales
employees.  A  portion  of  any  employee  compensation likely would include the
right  to  acquire  stock  in  SLW Enterprises, which would dilute the ownership
interest  of  holders  of  existing  shares  of  its  common  stock.

     AVAILABLE  INFORMATION  AND  REPORTS  TO  SECURITIES  HOLDERS

SLW  Enterprises  is  subject  to  the  information  and  periodic  reporting
requirements of the Securities Exchange Act and, accordingly, will file periodic
reports, proxy statements and other information with the Securities and Exchange
Commission.  Such  periodic reports, proxy statements and other information will
be  available  for  inspection  and copying at the Commission's public reference
room, and the website of Commission's Public Reference Room located at 450 Fifth
Street  N.W.,  Washington  D.C.  20549.  Please  call  the  Commission  at
1-800-SEC-0330  for  further  information about the public reference rooms.  SLW
Enterprises'  filings  with the Commission are also available to the public from
the  Commission's  website  at  http://www.sec.gov.


ITEM  2.  DESCRIPTION  OF  PROPERTY
-----------------------------------

SLW  Enterprises  currently  maintains limited office space, occupied by Suzanne
Wood,  for  which it pays no rent. Its address is Suite 210 - 580 Hornby Street,
Vancouver,  British  Columbia,  Canada,  and its phone number is (604) 687-6991.
SLW  Enterprises  does not believe that it will need to obtain additional office
space  at  any  time  in  the foreseeable future until its business plan is more
fully  implemented.

ITEM  3.  LEGAL  PROCEEDINGS
----------------------------

None.

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

No  matters  were  submitted  to the shareholders during the twelve month period
ended  April  30,  2001.


                                       13
<PAGE>
                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS
-------------------------------------------------------------------------

No  established  public  trading  market exists for SLW Enterprises' securities.
SLW  Enterprises has no common equity subject to outstanding purchase options or
warrants.  SLW Enterprises has no securities convertible into its common equity.
There  is  no  common  equity  that could be sold pursuant to Rule 144 under the
Securities  Act  or  that  SLW  Enterprises  has  agreed  to  register under the
Securities  Act  for  sale  by  shareholders.  There is no common equity that is
being, or has been publicly proposed to be, publicly offered by SLW Enterprises.
SLW  Enterprises  is  currently  applying  to  have its shares traded on the OTC
Bulletin  Board.

As  of  July  9,  2001, there were 2,600,000 shares of common stock outstanding,
held  by  41  shareholders  of  record.

To  date SLW Enterprises has not paid any dividends on its common stock and does
not  expect  to  declare  or  pay  any  dividends  on  its  common  stock in the
foreseeable  future.  Payment of any dividends will depend upon SLW Enterprises'
future  earnings,  if  any, its financial condition, and other factors as deemed
relevant  by  the  Board  of  Directors.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

On  April  13,  2000, SLW Enterprises issued 1,600,000 shares of common stock to
Suzanne  Wood  in satisfaction of legal expenses. The issuance of the shares was
exempt  from  registration  under  Rule  506  of  Regulation D, Regulation S and
sections  3(b)  and  4(2)  of the Securities Act of 1933, as amended, due to Ms.
Wood's  status as the founder and initial management of SLW Enterprises, and her
status  as  an  accredited investor and her foreign nationality, and the limited
number  of  investors  (1).

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF  OPERATIONS
--------------

The  following  discussion  and analysis of SLW Enterprises' financial condition
and  results  of  operations  should  be  read in conjunction with the Financial
Statements  and accompanying notes and the other financial information appearing
elsewhere  in  this  report.

     PLAN  OF  OPERATION

During  the  period  from March 24, 2000 through April 30, 2001, SLW Enterprises
has  engaged  in no significant operations other than organizational activities,
acquisition  of  the  rights  to  market  Vitamineralherb  and  preparation  for
registration of its securities under the Securities Act of 1933, as amended.  No
revenues  were  received  by  SLW  Enterprises  during  this  period.

For  the  current fiscal year, SLW Enterprises anticipates incurring a loss as a
result  of  organizational expenses, expenses associated with registration under
the  Securities  Act  of 1933, and expenses associated with setting up a company
structure  to begin implementing its business plan.  SLW Enterprises anticipates
that  until  these  procedures are completed, it will not generate revenues, and


                                       14
<PAGE>
may  continue to operate at a loss thereafter, depending upon the performance of
the  business.

SLW  Enterprises' business plan is to determine the feasibility of marketing the
Vitamineralherb products in various markets, and, if the products prove to be in
demand,  begin  marketing  and  selling  Vitamineralherb  products.

SLW  Enterprises  remains  in  the  development  stage and, since inception, has
experienced  no  signigicant  change  in  liquidity  or  capital  resources  or
shareholders'  equity.  Consequently, SLW Enterprises' balance sheet as of April
30,  2001,  reflects  total  assets  of  $2,255,  in  the  form  of  cash.

The  original  shareholder also paid for legal expenses in the amount of $16,000
for  which  she  received  1,600,000  shares  of  common  stock  of the Company.

SLW  Enterprises'  business  plan  is  to  determine  the feasibility of selling
Vitamineralherb.com  products  to  targeted  markets.  In order to determine the
feasibility  of its business plan, SLW Enterprises plans, during the next six to
twelve  months, to conduct research into these various potential target markets.
Should  SLW  Enterprises  determine  that  the  exploitation  of  the license is
feasible,  it will engage salespeople to market the products. Based primarily on
discussions  with  the  licensor, SLW Enterprises believes that during its first
operational quarter, it will need a capital infusion of approximately $85,000 to
achieve  a sustainable sales level where ongoing operations can be funded out of
revenues.  This  capital  infusion  is  intended  to cover costs of advertising,
hiring  and  paying  two salespeople, and administrative expenses.  In addition,
SLW Enterprises will need approximately $260,000 in the event it determines that
its  market  will  not  pay  in  advance and it will have to extend credit.  SLW
Enterprises  will  have  to  obtain  additional financing through an offering or
capital  contributions  by  current  shareholders.

SLW  Enterprises  will need additional capital to carry out its business plan or
to engage in a business combination.  No commitments to provide additional funds
have  been  made by management or other shareholders.  Accordingly, there can be
no  assurance that any additional funds will be available on terms acceptable to
SLW  Enterprises  or  at  all.  SLW  Enterprises  has no commitments for capital
expenditures.

In  addition, SLW Enterprises may engage in a combination with another business.
SLW  Enterprises  has  engaged  in  discussions  concerning  potential  business
combinations,  but  has  not  entered into any agreement for such a combination.

In its Independent Auditor's Report, SLW Enterprises' accountants state that SLW
Enterprises'  failure  to  generate  revenues  and  conduct operations since its
inception  raise substantial doubt about SLW Enterprises' ability to continue as
a  going concern.  SLW Enterprises will require substantial working capital, and
currently  has  inadequate capital to fund its business.  SLW Enterprises may be
unable  to  raise  the funds necessary for implementing its business plan, which
could  severely  limit  its  operations  and  cause  its  stock to be worthless.


                                       15
<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS
-------------------------------

SLW  Enterprises  Inc.

Index  to  Financial  Statements  Contents

Report of Independent Auditors . . . . . . . . . . . . . . . . . .  F-1

Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . .  F-2

Statements of Operations . . . . . . . . . . . . . . . . . . . . .  F-3

Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . .  F-4

Statements of Stockholders' Equity . . . . . . . . . . . . . . . .  F-5

Notes to the Financial Statements. . . . . . . . . . . . . . . . .  F-6


<PAGE>
MANNING      ELLIOTT                        11th FLOOR, 1050 West Pender Street,
                                            Vancouver,  BC,  Canada  V6E  3S7

CHARTERED ACCOUNTANTS                       Tel: 604.714.3600 Fax: 604.714.3669
                                            Web: manningelliott.com



                          Independent Auditor's Report
                          ----------------------------


To  the  Board  of  Directors
SLW  Enterprises  Inc.
(A  Development  Stage  Company)


We  have  audited  the  accompanying  balance  sheets of SLW Enterprises Inc. (A
Development  Stage  Company)  as  of  April  30,  2001  and 2000 and the related
statements  of  operations,  stockholders'  equity and cash flows for the period
from  March  22,  2000  (Date  of  Inception) to April 30, 2001. These financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance with U.S. generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for our opinion.

In  our  opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of SLW Enterprises Inc. (A Development
Stage Company), as of April 30, 2001 and 2000, and the results of its operations
and  its  cash  flows  for the period from March 22, 2000 (Date of Inception) to
April  30,  2001,  in  conformity  with  U.S.  generally  accepted  accounting
principles.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 1 to the financial
statements,  the  Company  has  not  generated  any  revenues  or  conducted any
operations  since  inception.  These  factors  raise substantial doubt about the
Company's  ability  to continue as a going concern. Management's plans in regard
to  these  matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


/s/  Manning  Elliott

CHARTERED  ACCOUNTANTS
Vancouver,  Canada

June  8,  2001


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
SLW  Enterprises  Inc.
(A  Development  Stage  Company)
Balance  Sheets

                                                                      April 30,    April 30,
                                                                        2001         2000
                                                                          $            $
<S>                                                                  <C>          <C>

ASSETS

Current Assets

Cash                                                                      2,255            -
---------------------------------------------------------------------------------------------
Total Assets                                                              2,255            -
=============================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts payable                                                          4,338            -
Accrued liabilities                                                         750
Note payable (Note 4)                                                    35,000       35,000
---------------------------------------------------------------------------------------------
Total Liabilities                                                        40,088       35,000
---------------------------------------------------------------------------------------------


Contingency (Note 2)

Stockholders' Equity (Deficit)

Common Stock: $0.001 par value; authorized 100,000,000 common
shares; 2,600,000 and 1,600,000 shares issued and outstanding
respectively                                                                260          160

Additional Paid-in Capital                                               25,740       15,840
---------------------------------------------------------------------------------------------
                                                                         26,000       16,000
---------------------------------------------------------------------------------------------
Preferred Stock: $.0001 par value; authorized 20,000,000 preferred
shares; none issued                                                           -            -
---------------------------------------------------------------------------------------------
Deficit Accumulated During the Development Stage                        (63,833)     (51,000)
---------------------------------------------------------------------------------------------
Total Stockholders' Deficiency                                          (37,833)     (35,000)
---------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficiency                            2,255            -
=============================================================================================
</TABLE>

(See  accompanying  Notes  to  the  Financial  Statements)


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
SLW Enterprises Inc.
(A Development Stage Company)
Statements of Operations

                                                            Accumulated       Year      For the period
                                                                   From      Ended      from March 22,
                                                         March 22, 2000      April       2000 (Date of
                                                 (Date of Inception) to        30,       Inception) to
                                                         April 30, 2001       2001      April 30, 2000
<S>                                             <C>                       <C>          <C>
Revenue                                                               -            -                 -
-------------------------------------------------------------------------------------------------------

Expenses

Accounting and legal                                             21,006        5,006            16,000
Bank charges                                                         34           34                 -
Consulting fees                                                   5,000        5,000                 -
License written-off                                              35,000            -            35,000
Office                                                              439          439                 -
Transfer agent and filing fees                                    2,354        2,354                 -
-------------------------------------------------------------------------------------------------------

Net loss                                                        (63,833)     (12,833)          (51,000)
=======================================================================================================

Net Loss Per Share (Basic and diluted)                                         (0.01)            (0.03)
=======================================================================================================
Weighted Average Number of Shares                                          1,933,000
Outstanding                                                                                  1,600,000
=======================================================================================================
</TABLE>

(See  accompanying  Notes  to  the  Financial  Statements)


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
SLW  Enterprises  Inc.
(A  Development  Stage  Company)
Statements  of  Cash  Flows

                                                   Accumulated                  For the period
                                                from March 22,                  from March 22,
                                                 2000 (Date of    Year Ended     2000 (Date of
                                                 Inception) to     April 30,     Inception) to
                                                April 30, 2001          2001    April 30, 2000
                                                             $             $                 $
<S>                                            <C>               <C>           <C>
Cash Flows From Operating Activities

Net loss                                               (63,833)      (12,833)          (51,000)

Items not requiring outlay of cash:

Legal and organizational costs                          16,000             -            16,000
License written-off                                     35,000             -            35,000

Changes in operating assets and liabilities:

Accounts payable and accrued liabilities                 5,088         5,088                 -
-----------------------------------------------------------------------------------------------

Net Cash Used by Operating Activities                   (7,745)       (7,745)                -
-----------------------------------------------------------------------------------------------

Cash Flows From Financing Activities

Common shares issued                                    10,000        10,000                 -
-----------------------------------------------------------------------------------------------

Increase In Cash                                         2,255         2,255                 -

Cash at Beginning of Period                                  -             -                 -
-----------------------------------------------------------------------------------------------
Cash at End of Period                                    2,255         2,255                 -
===============================================================================================

Non-Cash Financing Activities

A total of 1,600,000 shares were issued to
a director at a fair market value of $0.01
per share for legal and organizational
expenses paid                                           16,000             -            16,000

A note payable was assumed by the
Company for the acquisition of a License
from a director (Notes 3 and 5)                         35,000             -            35,000
-----------------------------------------------------------------------------------------------

                                                        51,000                          51,000
===============================================================================================

Supplemental Disclosures

Interest paid                                                -             -                 -
Income tax paid                                              -             -                 -
</TABLE>

(See  accompanying  Notes  to  the  Financial  Statements)


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
SLW  Enterprises  Inc.
(A  Development  Stage  Company)
Statement  of  Stockholders'  Equity
From March 22, 2000 (Date of Inception) to April 30, 2001

                                                                            Deficit
                                                                        Accumulated
                                                      Additional         During the
                                          Common Stock   Paid-in        Development
                                        Shares   Amount  Capital    Total     Stage
                                             #        $        $        $         $
<S>                                  <C>        <C>      <C>      <C>      <C>

Balance - March 22, 2000 (Date of
Inception)                                   -        -        -        -        -

Stock issued for legal and
organizational expenses at a fair
market value of $0.01 per share      1,600,000      160   15,840   16,000        -

Net loss for the period                      -        -        -        -  (51,000)
-----------------------------------------------------------------------------------
Balance - April 30, 2000             1,600,000      160   15,840   16,000  (51,000)

Stock issued for cash at $0.01 per
share                                1,000,000      100    9,900   10,000        -

Net loss for the year                        -        -        -        -  (12,833)
-----------------------------------------------------------------------------------
Balance - April 30, 2001             2,600,000      260   25,740   26,000  (63,833)
===================================================================================
</TABLE>

(See  accompanying  Notes  to  the  Financial  Statements)


                                      F-5
<PAGE>
SLW  Enterprises  Inc.
A  Development  Stage  Company)
Notes  to  the  Financial  Statements
April  30,  2001


1.   Development  Stage  Company

     SLW  Enterprises  Inc. herein (the "Company") was incorporated in the State
     of  Washington, U.S.A. on March 22, 2000. The Company acquired a license to
     market  and  distribute  vitamins,  minerals,  nutritional supplements, and
     other  health  and  fitness  products  in  which the grantor of the license
     offers  these  products  for sale from various suppliers on their Web Site.

     The  Company  is  in the development stage. In a development stage company,
     management  devotes  most  of its activities in developing a market for its
     products.  Planned  principal activities have not yet begun. The ability of
     the  Company  to  emerge  from  the  development  stage with respect to any
     planned  principal  business  activity  is  dependent  upon  its successful
     efforts  to  raise  additional  equity  financing  and/or attain profitable
     operations.  There  is  no guarantee that the Company will be able to raise
     any  equity  financing  or  sell  any of its products at a profit. There is
     substantial  doubt  regarding  the Company's ability to continue as a going
     concern.

     The  Company  filed an SB-2 Registration Statement with the U.S. Securities
     Exchange  Commission  which was declared effective on December 7, 2000. The
     Company sold and issued 1,000,000 common shares at $0.01 per share for cash
     proceeds  of  $10,000.


2.   Summary  of  Significant  Accounting  Policies

     (a)  Year  end

          The  Company's  fiscal  year  end  is  April  30.

     (b)  License

          The cost to acquire the License was capitalized. The carrying value of
  the  License  is evaluated in each reporting period to determine if there were
  events  or  circumstances which would indicate a possible inability to recover
  the  carrying  amount.  Such evaluation is based on various analyses including
  assessing  the  Company's  ability  to  bring  the  commercial applications to
  market, related profitability projections and undiscounted cash flows relating
  to  each  application  which  necessarily  involves  significant  management
  judgment.  The  License was written-off to operations as at April 30, 2000 due
  to  the lack of historical cash flow of Vitaminmineralherb.com. However, it is
  the  Company's  intention  to  determine  if  it  is  economically feasible to
  commercially  exploit  a  business  plan.

     (c)  Cash  and  Cash  Equivalents

          The Company considers all highly liquid instruments with a maturity of
  three  months  or  less  at  the  time  of  issuance  to  be cash equivalents.

     (d)  Revenue  Recognition


                                      F-6
<PAGE>
          The  Company will receive from the Grantor of the license, commissions
  of  one-half  of  all  the  profit on all sales made through the Grantor's Web
  Site.  The  commission revenue will be recognized in the period the sales have
  occurred. The Company will report the commission revenue on a net basis as the
  Company is acting as an Agent for the Grantor and does not assume any risks or
  rewards of the ownership of the products. This policy is prospective in nature
  as  the  Company  has  not  yet  generated  any  revenue.

     (e)  Use  of  Estimates

          The  preparation  of financial statements in conformity with generally
  accepted  accounting  principles  requires  management  to  make estimates and
  assumptions  that  affect  the  reported amounts of assets and liabilities and
  disclosure  of  contingent assets and liabilities at the date of the financial
  statements  and  the  reported  amounts  of  revenues  and expenses during the
  periods.  Actual  results  could  differ  from  those  estimates.


                                      F-7
<PAGE>
3.   License

     The  Company's asset is a license to market vitamins, minerals, nutritional
     supplements and other health and fitness products through the Grantor's Web
     Site.  The  Company  desires  to  market  these  products  to  medical
     practitioners,  alternative  health professionals, martial arts studios and
     instructors,  sports  and  fitness  trainers,  other  health  and  fitness
     practitioners,  school  and  other  fund raising programs and other similar
     types  of customers in Montana, North Dakota, South Dakota and Wyoming. The
     license  was  acquired  on  April  13,  2000 for a term of three years. The
     Company must pay an annual fee of $500 for maintenance of the Grantor's Web
     Site commencing on the anniversary date. The Grantor of the license retains
     50%  of  the  profits.

     The Company paid total consideration of $35,000 for the license with a note
     payable  of  $35,000.  See  Note  5.

     The  License  was written-off to operations as at April 30, 2000 due to the
     lack  of historical cash flow of Vitaminmineralherb.com. However, it is the
     Company's  intention  to  determine  if  it  is  economically  feasible  to
     commercially  exploit  a business  plan.


4.   Note  Payable

     The  note  payable is unsecured, non-interest bearing and is repayable upon
     the successful completion of an Initial Public Offering of the common stock
     of the Company and sale of all registered shares pursuant to such offering.
     As  the  proceeds  from this offering are not sufficient to repay this loan
     the  President  of  the  Company  does not intend to demand repayment until
     sufficient  funds  are  in  place.


5.   Related  Party  Transaction

     The  License  referred to in Note 4 was assigned to the Company by the sole
     director  and  President of the Company for consideration of the assumption
     of  a  note payable of $35,000. The License was recorded at the transferors
     cost  of  $35,000  which  was  also  fair  market  value  at  the  time.

     The  Grantor  of  the  License  is  not  related  to  the  Company.


6.   Commitment

     The  Company  entered into a Business Agreement with Magnum Financial Corp.
     ("Magnum")  whereby  Magnum  will  assist  the Company with the approval of
     trading  on  the  OCT  Bulletin  Board.  The  Company  has paid $5,000 upon
     acceptance  of  this agreement and will pay $5,000 upon listing for trading
     on the OTC BB and a further $5,000 three weeks after listing for trading on
     the  OTC  BB.


                                      F-8
<PAGE>
ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
--------------------------------------------------------------------------------
FINANCIAL  DISCLOSURE
---------------------

None.


                                    PART III

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

The  following  table sets forth the name, age and position of each director and
executive  officer  of  SLW  Enterprises:

    NAME                  AGE    POSITION
    Suzanne  L.  Wood     44     President,  Secretary,  Treasurer,  Director

In  April,  2000,  Ms.  Wood was elected as the sole officer and director of SLW
Enterprises.  She  will  serve until the next annual meeting of SLW Enterprises'
shareholders and her successors are elected and qualified. Thereafter, directors
will be elected for one-year terms at the annual shareholders' meeting. Officers
will  hold their positions at the pleasure of the board of directors, absent any
employment  agreement.

Since  1986, Ms. Wood has been the principal of Wood & Associates, financial and
corporate  management  consultants providing services in corporate financing and
mergers  and  acquisitions.  Ms.  Wood  is  an accountant with over 20 years' in
experience  in  the  finances  and  corporate  management  of private and public
companies.  After  graduating  from the University of British Columbia, Ms. Wood
spent  several  years with Revenue Canada, Taxation, primarily with its Business
Audit  Division.  During  this  period she participated in the Certified General
Accountants  Program.  Since  leaving  government  services she provides general
consulting  services  to  companies  in  connection  with the development of new
business  ventures.  She  participates  in  efforts  to  raise  capital  for the
companies  by  assisting  in  the  strategic business planning and advising with
respect  to  the  company's capital structure. Part of her services includes the
performance of a financial and strategic audit of the company in order to assist
the  company  to  formulate  its  future  strategies.  Ms. Wood assists with the
performance of due diligence related to potential business arrangements. Through
her  network  of  business  contacts  cultivated  over  numerous  years, she has
assisted companies with the development of world-wide marketing, promotional and
fund  raising strategies. She is currently on the Board of Directors of a number
of private and public companies including Genetronics Biomedical Ltd., a company
listed  on  the  Toronto  and  Amex  Stock  Exchange.

ITEM  10.  EXECUTIVE  COMPENSATION
----------------------------------

No  officer  or  director  has  received  any remuneration from SLW Enterprises.
Although  there  is  no  current  plan  in  existence,  it  is possible that SLW
Enterprises  will adopt a plan to pay or accrue compensation to its officers and
directors  for  services  related  to  the  implementation  of  SLW Enterprises'


                                       17
<PAGE>
business  plan.  SLW  Enterprises  has  no  stock option, retirement, incentive,
defined  benefit,  actuarial, pension or profit-sharing programs for the benefit
of  directors,  officers  or  other  employees,  but  the Board of Directors may
recommend  adoption  of one or more such programs in the future. SLW Enterprises
has  no  employment  contract  or  compensatory  plan  or  arrangement  with any
executive  officer  of SLW Enterprises.  The director currently does not receive
any  cash  compensation  from SLW Enterprises for her service as a member of the
board  of  directors.  There  is  no compensation committee, and no compensation
policies  have  been  adopted.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
--------------------------------------------------------------------------------

The following table sets forth, as of July 9, 2001, SLW Enterprises' outstanding
common  stock  owned  of  record  or  beneficially by each Executive Officer and
Director and by each person who owned of record, or was known by SLW Enterprises
to  own beneficially, more than 5% of its common stock, and the shareholdings of
all  Executive  Officers  and Directors as a group.  Each person has sole voting
and  investment  power  with  respect  to  the  shares  shown.

<TABLE>
<CAPTION>
                                           SHARES    PERCENTAGE OF
NAME                                        OWNED     SHARES OWNED
                                          ---------  --------------
<S>                                       <C>        <C>
Suzanne Wood                              1,600,000            100%
Suite 210 - 580 Hornby Street
Vancouver, British Columbia, Canada
-----------------------------------
ALL EXECUTIVE OFFICERS & DIRECTORS AS A   1,600,000            100%
GROUP (1 Individual)
</TABLE>

DESCRIPTION  OF  SECURITIES

The  following description of SLW Enterprises' capital stock is a summary of the
material  terms  of its capital stock.  This summary is subject to and qualified
in its entirety by SLW Enterprises' articles of incorporation and bylaws, and by
the  applicable  provisions  of  Washington  law.

The  authorized capital stock of SLW Enterprises consists of 120,000,000 shares:
100,000,000  shares  of Common Stock having a par value of $0.0001 per share and
20,000,000  shares  of  Preferred Stock having a par value of $0.0001 per share.
The  articles  of incorporation do not permit cumulative voting for the election
of  directors,  and  shareholders  do not have any preemptive rights to purchase
shares  in  any  future  issuance  of  SLW  Enterprises'  common  stock.

The  holders of shares of common stock of SLW Enterprises do not have cumulative
voting  rights  in connection with the election of the Board of Directors, which
means  that  the holders of more than 50% of such outstanding shares, voting for
the election of directors, can elect all of the directors to be elected, if they
so  choose,  and, in such event, the holders of the remaining shares will not be
able  to  elect  any  of  SLW  Enterprises'  directors.

The  holders  of  shares of common stock are entitled to dividends, out of funds
legally available therefor, when and as declared by the Board of Directors.  The
Board  of  Directors  has  never  declared  a  dividend  and does not anticipate
declaring  a  dividend  in  the  future.  Each outstanding share of common stock


                                       18
<PAGE>
entitles  the  holder thereof to one vote per share on all matters.  The holders
of  the shares of common stock have no preemptive or subscription rights. In the
event  of  liquidation,  dissolution  or  winding  up  of  the  affairs  of  SLW
Enterprises,  holders  are  entitled  to receive, ratably, the net assets of SLW
Enterprises  available  to  shareholders  after  payment  of  all  creditors.

All  of  the  issued and outstanding shares of common stock are duly authorized,
validly  issued,  fully paid, and non-assessable.  To the extent that additional
shares  of  SLW  Enterprises' common stock are issued, the relative interests of
existing  shareholders  may  be  diluted.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

No  director,  executive  officer  or  nominee for election as a director of SLW
Enterprises,  and  no  owner  of  five  percent  or  more  of  SLW  Enterprises'
outstanding  shares  or any member of their immediate family has entered into or
proposed  any  transaction  in  which  the  amount  involved  exceeds  $60,000.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
------------------------------------------------

A.     Exhibits


Exhibit
Number              Description
-------             -----------------------------------
10.1                Magnum  Financial  Corp.  Agreement

B.     Reports  on  Form  8-K

None.

SIGNATURES
----------

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

                              SLW ENTERPRISES INC.

                              By:          /s/
                                 ------------------------
                                 Suzanne  L.  Wood
                                 President

                              Date:  July  16,  2001
                                   ----------------------


                                       19
<PAGE>
In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

                   By:          /s/               Date:     July  16,  2001
                      -----------------------          --------------------
                      Suzanne  L.  Wood
                      President,  Director,  Chief
                      Financial  and  Accounting
                      Officer


                                       20
<PAGE>
                                  EXHIBIT INDEX


Exhibit
Number              Description
-------             -----------------------------------
10.1                Magnum  Financial  Corp.  Agreement


                                       21
<PAGE>