U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                  AMENDMENT NO. 1
                                        TO
                                    FORM 10-KSB


[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the fiscal year ended December 31, 2000

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                              ENTERPRISES SOLUTIONS, INC.
                   ----------------------------------------------
                   (Name of small business issuer in its Charter)

          Nevada             			       8-0232148
------------------------------------       -------------------
(State or other jurisdiction of           (I.R.S. Employer
Incorporation or organization)             Identification No.)


140 Wood Road, Suite 200, Braintree, Massachusetts   	     02184
----------------------------------------------------   ----------
      (Address of principal executive offices)         (Zip Code)

Issuer's telephone number: 781-356-4387

Securities registered under Section 12(b) of the Exchange Act: NONE

Securities registered under Section 12(g) of the Exchange Act:

COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class)

         Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) 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. [ ]

The issuer had no revenues for the fiscal year ended
December 31, 2000.

As of March 30, 2001, there were 6,094,074 shares of
 Common Stock outstanding.

The Common Stock has not traded on the OTC Bulletin
Board since March 30, 2000.

                         DOCUMENTS INCORPORATED BY REFERENCE

	                               None.


AS A PART OF THE COMPANY'S NEGOTIATIONS WITH THE SECURITIES
AND EXCHANGE COMMISSION (THE "COMMISSION")CONCERNING THE ACCURACY
OF ITS PAST FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934
INSOFAR AS SUCH FILINGS DESCRIBED THE TERMS OF THE SETTLEMENT
BETWEEN THE COMPANY AND THE COMMISSION IN OCTOBER, 2000,THE
COMPANY HAS AGREED TO FILE THIS AMENDMENT TO ITS FORM 10-KSB
 FOR THE YEAR ENDED DECEMBER 31, 2000 (THE "2000 FORM 10-KSB"),
 AS WELL AS TO AMEND ITS FORM 8-K FILED IN OCTOBER 2000 DESCRIBING
 THE TERMS OF SUCH SETTLEMENT.  THIS AMENDMENT NO. 1 AMENDS ONLY
THE INFORMATION SET FORTH UNDER "ITEM 3. LEGAL PROCEEDINGS" IN
PART I OF THE 2000 FORM 10-KSB.  IN ORDER TO PRESERVE
THE NATURE AND CHARACTER OF THE DISCLOSURES SET FORTH IN THE
2000 FORM 10-KSB AS OF APRIL 2, 2001, THE DATE ON WHICH THE 2000
FORM 10-KSB WAS FILED, NO ATTEMPT HAS BEEN MADE IN THIS AMENDMENT
NO. 1 TO  MODIFY OR UPDATE DISCLOSURES EXCEPT AS DESCRIBED ABOVE.

                                       PART I

ITEM 3.  LEGAL PROCEEDINGS

Securities and Exchange Commission Proceedings

	On March 30, 2000, the Securities and Exchange Commission
("Commission") announced the temporary suspension, pursuant to Section
 12(k) of the Securities Exchange Act of 1934 (the "Exchange Act"), of
trading of the Common Stock of the Company at 9:30 a.m. on March 30, 2000
and terminating at 11:59 p.m. on April 12, 2000. The Commission announced
that it temporarily suspended trading in the securities of the Company
because of questions concerning the accuracy and completeness of
assertions made by the Company in its filings with the omission, in
its recent press releases, and on its Internet website, including
questions about the identity of persons in control of the operations
and management of the Company.

	On April 6, 2000, the Commission filed in the U.S. District
Court for the Southern District of New York (1) a motion for Temporary
Restraining Order, which the Court granted, Order to Show Cause and
Orders Granting Other Relief against the Company and Herbert S. Cannon,
Defendants; (2) a Verified Complaint against the Company, Herbert S.
Cannon and John A. Solomon, Defendants, and Rowen House Ltd. and
Montville Ltd., Relief Defendants; and (3) and an Ex Parte Application
For Order Freezing Assets, Order To Show Cause Re Preliminary
Injunction and Other Relief against the Company, Herbert S. Cannon,
Rowen House, Ltd. and Montville, Ltd.

	On October 10, 2000, as a result of negotiation between the
Company and the Commission, the Commission requested that the Court
enter judgment consistent with the Settlement Agreement reached with
Company and the Commission. The Court approved the Settlement Agreement
on October 16, 2000, thus settling all matters between the Company and
the Commission. Under the Agreement, the Company was permanently enjoined
from further violations of the securities laws, and the Company committed
that it will comply with all securities laws.






	In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this Amendment to its report on Form 10-KSB to be signed
on its behalf the undersigned, thereto duly authorized.

Dated: April 30, 2002


                                       	Enterprises Solutions, Inc.


                                     	By:	/s/ Alfred T. Saker
                                          	---------------------
                                                  Alfred T. Saker,
                                     President and Chief Executive Officer


	Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on April 30, 2002.

       	SIGNATURE                                    CAPACITY

	/s/ Alfred T. Saker                                Director
	------------------------
	Alfred T. Saker

	/s/ Charles E. Bobbish                             Director
	------------------------
	Charles E. Bobbish