UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the Fiscal Year Ended December 31, 2000
                        Commission file number 000-30156

                            ENTHEOS TECHNOLOGIES INC.
                            -------------------------
           (Name of small business issuer as specified in its charter)

           NEVADA                                          98-0170247
           ------                                          ----------
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

15 Wertheim Court, Suite 311,  Richmond Hill, Ontario                  L4B 3H7
-----------------------------  ----------------------                  -------
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:          (905) 709-8240

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

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

        Common Stock, $.00001 par value, listed on the OTC Bulletin Board
        -----------------------------------------------------------------

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required by Section 13 or 15 (d) of the  Securities  Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required to file such reports),  and (2) has been subject to such filing for the
past 90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K [X]

Revenues for last fiscal year were $153,711.00

Aggregate   market  value  of  Common  Stock,   $0.00001  par  value,   held  by
non-affiliates of the registrant as of March 8, 2001: $660,496. Number of shares
of  Common  Stock,  $0.00001  par  value,  outstanding  as  of  March  8,  2001:
49,264,808.

DOCUMENTS INCORPORATED BY REFERENCE: Proxy Statement for the 2001 Annual Meeting
of  Shareholders  (to be filed  with the  Commission  within  120 days after the
registrant's  fiscal year end) is hereby incorporated by reference into Part III
of this Form 10-KSB.


<PAGE>

                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

<TABLE>
                                TABLE OF CONTENTS
<CAPTION>

                                                                                        Page
                                                                                        ----
<S>                                                                                     <C>
PART I
Item  1. Description of Business                                                        3
Item  2. Description of Property                                                        8
Item  3. Legal Proceedings                                                              8
Item  4. Submissions of Matters to a Vote of Security Holders                           8

PART II

Item  5. Market for the Registrants' Common Equity and Related Stock-
         holder Matters                                                                 8
Item  6. Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                          9
Item  7. Financial Statements                                                           11
Item  8. Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure                                                           26

PART III

Item  9. Directors and Executive Officers of the Registrant                             26
Item 10. Executive Compensation                                                         26
Item 11. Security Ownership of Certain Beneficial Owners and Management                 26
Item 12. Certain Relationships and Related Transactions                                 26

PART IV

Item 13. Exhibits and Reports on Form 8-K                                               26

</TABLE>

<PAGE>

PART I

ITEM 1.     DESCRIPTION OF BUSINESS

This Annual  Report on Form 10-K and the  documents  incorporated  by  reference
contain  forward-looking   statements  that  have  been  made  pursuant  to  the
provisions  of the  Private  Securities  Litigation  Reform  Act of 1995.  These
forward-looking  statements  are based on current  expectations,  estimates  and
projections about our business and industry,  management's  beliefs, and certain
assumptions  made  by  management.   Words  such  as  "anticipates,"  "expects,"
"intends," "plans," "believes," "seeks" and "estimates" and similar expressions,
are intended to identify  forward-looking  statements.  These statements are not
guarantees  of future  performance  and actual  actions  or  results  may differ
materially.  These  statements are subject to certain risks,  uncertainties  and
assumptions  that  are  difficult  to  predict,  including  those  noted  in the
documents  incorporated  by  reference.   Entheos  Technologies   undertakes  no
obligation to update publicly any forward-looking  statements as a result of new
information, future events or otherwise, unless required by law. Readers should,
however, carefully review the risk factors included in this and other reports or
documents  filed by Entheos from time to time with the  Securities  and Exchange
Commission,  particularly  the  Quarterly  Reports on Form 10-Q and any  Current
Reports on Form 8-K.

                                   THE COMPANY

Entheos Technologies Inc. ("Entheos" or the "Company"), through its wholly owned
subsidiary,  Email Solutions,  Inc., operates as an application service provider
developing reliable, scalable, real time, high volume outsourced email services.
The Company also operates a media streaming portal website (www.whatsonline.com)
and a website  focused on the home  improvement  market  (www.callapro.com).  On
March  21,  2001,  Entheos  announced  its  plans  to sell  both  of its  online
properties due to low traffic and lack of meaningful revenues from the sites.

The  Company  was  incorporated  under the laws of the State of Utah on July 14,
1983,  under the name of Far West Gold,  Inc. On May 9, 1996,  the  stockholders
authorized  a name  change to Far West  Resources,  Inc. On June 30,  1997,  the
stockholders  authorized  a name change to  American  Alliance  Corporation  and
authorized  a change in the state of domicile  from Utah to Nevada.  In January,
1999, the company entered into the field of targeted Internet streaming with the
launch   of   www.eviewonline.com,    which   was   subsequently   merged   with
www.whatsonline.com.   On  May  20,  1999,  the  Company  changed  its  name  to
WhatsOnline.com, Inc.

At the Annual Meeting of Shareholders held on June 30, 2000, the shareholders of
the Company  approved a proposal to permit the Company's Board of Directors,  in
its  discretion,  to change the  Company's  name from  WhatsOnline.com,  Inc. to
Entheos Technologies,  Inc. and approved a forward two to one stock split of the
Company's authorized, and issued and outstanding shares of common stock.

<PAGE>

www.whatsonline.com
-------------------

The Company's  website  www.whatsonline.com  was developed as an aggregator  and
presentation  portal for targeted  Internet  streaming media content.  Streaming
media technology has enhanced the graphical capabilities of the Internet.  Prior
to  streaming  technology,  users could not play audio or video clips until they
had been downloaded in their entirety, resulting in significant waiting times.

Traditionally,  web servers have functioned by transmitting information requests
as quickly as possible,  disconnecting,  and then serving  other  requests.  Web
browsers  receive this  information  and assemble it on the computer  screen for
viewing.  This type of  transmission  works well for static  graphics  and text;
however,  it is very  problematic  for  moving  images  and  sound  from  video,
animation and music  because the files are very large and cannot be  transmitted
in a  reasonable  time frame.  The download  time for these large files,  even a
short video clip, is, for most users, unbearable.

With streaming media technology, data is transmitted to the user as the media is
viewed,  in a  continuous  connection.  This  continuous  stream is  similar  to
watching  television  or  listening  to the radio,  where the images or audio is
received  just before you see the image or hear the  sounds.  The  advantage  of
streaming media technology over television and radio,  however, is that the user
may view or  listen  to the clip at any  time,  rather  than  when the  radio or
television station chooses to air it.

On March 21, 2001, the Company  announced its plans to sell  www.whatsonline.com
due low traffic volume and a lack of meaningful revenues. This sale has not been
completed.

www.callapro.com
----------------

The Company's website,  www.callapro.com  , is an online  marketplace  providing
expert  advice and services to  homeowners  through a network of qualified  home
improvement  professionals,  a comprehensive resource center, with links to over
10,000 third party home-related web sites,  informative feature articles,  and a
broad suite of valuable proprietary tools.

Using our free quote  service  and  comprehensive  resource  center,  homeowners
visiting  Callapro.com are able to intelligently find, select and work with home
improvement  professionals.  Professionals,  who are  members of  Callapro.com's
professional  network,  are  able to grow  their  business  by  responding  to a
homeowner's request for a quote.

The home  improvement  marketplace  is one of the  largest  and most  fragmented
markets  in  North  America.  According  to the  National  Association  of  Home
Builders,  over $126 billion dollars were spent on residential home improvements
projects in 1999.  Serving  this  marketplace  is an  estimated  900,000  mostly
independent home- improvement professionals (tradesmen,  contractors,  designers
and architects).

On March 21, 2001, the Company announced its plans to sell  www.callapro.com due
low traffic  volume and a lack of  meaningful  revenues.  This sale has not been
completed.

<PAGE>

Email Solutions Inc.
--------------------

Through its wholly owned subsidiary, Email Solutions, Inc., Entheos Technologies
is evolving as an Application  Service  Provider  ("ASP")  developing  reliable,
scalable,  real  time,  high  volume  outsourced  email  services.  An  ASP is a
third-party  service  firm,  which  deploys,   manages,  and  remotely  hosts  a
pre-packaged   software   application  through  centrally  located  servers.  As
businesses  rely  more on email  services  to  communicate  with and  market  to
existing and potential customers,  the costs and resources required to implement
email  communication  systems  in-house  may  lead  many  companies  to  seek an
outsourced  solution to their email services needs.  By outsourcing  their email
service  functions  clients  eliminate  the need to lease,  buy and  continually
upgrade  bandwidth,  hardware  and  software,  and  recruit  and retain  systems
engineers and skilled  personnel to run and monitor their email service  systems
and  campaigns.  Currently,  the Company has engineered and is now developing an
application  capable  of  delivering  over  1,000,000  customized  (mail-merged)
messages per hour,  with a technology  backbone  capable of handling  upwards of
20,000,000 emails per day.

Employees
---------

At December 31, 2000, the Company employed 10 full time and 1 part-time  person.
To the  best of the  Company's  knowledge,  none of the  Company's  officers  or
directors is bound by restrictive  covenants from prior  employers.  None of the
Company's  employees  are  represented  by  labor  unions  or  other  collective
bargaining  groups. The Company considers its relationship with its employees to
be excellent.

Risk Factors of the Business
----------------------------

Lack of Operating History:  Our business is subject to the risks inherent in the
establishment of a new business. Specifically, in formulating our business plan,
we have relied on the judgment of our officers,  directors and  consultants  but
have not conducted any formal  independent  market studies concerning the demand
for our services.

We have had  limited  revenues  since  inception.  In 2000,  we had  revenues of
$153,711.  We have not been  profitable,  experiencing  an  accumulated  loss of
$2,224,995  through 2000. Even if we become  profitable in the future, we cannot
accurately  predict  the level  of, or our  ability  to  sustain  profitability.
Because we have not yet been  profitable  and cannot predict any level of future
profitability,  you bear the risk of a complete  loss of your  investment in the
event our business plan is unsuccessful.

<PAGE>

Intense  Competition:  The market for our  services  is  intensely  competitive,
constantly  evolving and subject to rapid  technological  change.  We expect the
intensity of competition to increase in the future.  Increased  competition  may
result in price reductions,  changes in our pricing model, reduced gross margins
and loss of market share, any one of which could materially damage our business.
In addition,  technological  barriers to entry are relatively  low. As a result,
current and new competitors  could launch Web sites offering  content,  products
and services  similar to ours at a relatively low cost.  Many of our competitors
have more  resources  and  broader  and deeper  customer  access  than we do. In
addition,  many of  these  competitors  have  or can  readily  obtain  extensive
knowledge of our industry.  Our  competitors may be able to respond more quickly
than we can to new  technologies  or changes in Internet  user  preferences  and
devote greater  resources than we can to the development,  promotion and sale of
their services.  We may not be able to maintain our competitive position against
current and future  competitors,  especially  those with  significantly  greater
resources.

Dependence  On Key  Personnel:  We depend on the  continued  service  of our key
technical, sales and senior management personnel. In particular, the loss of the
services of Mr. Kesar S. Dhaliwal, our President and Chief Executive Officer, or
other senior management personnel, individually or as a group, could cause us to
incur increased  operating  expenses and divert other senior  management time in
searching for their replacements.  We do not have employment agreements with any
employee,  nor do we maintain any key person life insurance  policies for any of
our key  employees.  The  loss  of any of our key  technical,  sales  or  senior
management  personnel  could harm our  business.  In addition,  we must attract,
retain and motivate highly skilled  employees.  We face significant  competition
for  individuals  with the skills  required to  develop,  market and support our
services.  We may not be able to recruit and retain sufficient numbers of highly
skilled employees, and as a result our business could suffer.

Dependence  on One  Customer:  In 2000,  100% of our  total  ASP  revenues  were
generated   from  services   provided  to   EquityAlert.com.   The  Company  and
EquityAlert.com have a common Director and majority  shareholder.  Our business,
results of operations  and  financial  condition  could be materially  adversely
affected by the loss of this one customer, and such a loss could be concentrated
in a single quarter.  Further, if we do not continue to attract other customers,
our business,  results of operations and financial condition could be materially
adversely affected.

Capacity Restraints: The satisfactory performance,  reliability and availability
of our Web sites, processing systems,  network infrastructure and email services
are critical to our reputation and our ability to attract and retain  customers.
If our volume of email traffic increases, we will need to expand and upgrade our
technology and network infrastructure.  We may not be able to accurately project
the rate or timing of these increases,  if any, in the use of our services or to
expand  or  upgrade  our  systems  and  infrastructure  in a  timely  manner  to
accommodate these increases.

We use  internally  developed  software  and  systems  for  operating  our email
services.  If we add new features and functionality to our services, we could be
required to develop or license  additional  technologies.  Our  inability to add
additional   software  and  hardware  or  upgrade  our   technology  or  network
infrastructure  could cause unanticipated  system  disruptions,  slower response
times, impaired quality of the users' experience,  delays in accounts receivable
collection or losses of recorded financial  information.  Our failure to provide
new features or functionality also could result in these consequences. We may be
unable to effectively upgrade and/or expand our systems in a timely manner or to
integrate  smoothly  any newly  developed  or  purchased  technologies  with our
existing systems.  These  difficulties could harm or limit our ability to expand
our business.

<PAGE>

Inability to Obtain  Funding:  We may not be able to obtain  additional  funding
when needed, which could limit future expansion and marketing  opportunities and
result in lower than anticipated  revenues.  We may require additional financing
to further develop our business and to pursue other business  opportunities.  If
the market price of the common stock  declines,  some  potential  financiers may
either refuse to offer us any financing or will offer  financing at unacceptable
rates or unfavorable  terms.  If we are unable to obtain  financing on favorable
terms,  or at all,  this  unavailability  could  prevent us from  expanding  our
business, which could materially impact our future potential revenues.

Adverse Effect of Shares Eligible for Future Sale: Future sales of large amounts
of common stock could adversely  effect the market price of our common stock and
our ability to raise capital.

Future sales of our common stock by existing  stockholders  pursuant to Rule 144
under the  Securities  Act of 1933,  or following  the  exercise of  outstanding
options and  warrants,  could  adversely  affect the market  price of our common
stock.  Substantially  all of the  outstanding  shares of our  common  stock are
freely tradable,  without  restriction or registration under the Securities Act,
other than the sales volume  restrictions  of Rule 144 applicable to shares held
beneficially  by persons who may be deemed to be  affiliates.  Our directors and
executive  officers  and their family  members are not under  lockup  letters or
other forms of  restriction  on the sale of their common stock.  The issuance of
any or all of these additional  shares upon exercise of options or warrants will
dilute the voting power of our current stockholders on corporate matters and, as
a result,  may cause the market price of our common stock to decrease.  Further,
sales of a large  number of shares of common  stock in the public  market  could
adversely  affect the  market  price of the  common  stock and could  materially
impair our future  ability to generate  funds  through  sales of common stock or
other equity securities.

Dependence on Third  Parties:  We are highly  dependent on third parties for the
provision of bandwidth and other  services.  If these third parties are not able
to  fulfill  their  responsibilities  to us on  schedule  or if  the  technology
developed by them for our use does not function as anticipated, our business may
suffer materially.

Our Properties  May Not be Saleable:  Due to the rapid  deterioration  of market
valuations for many Internet based ventures,  our planned sale of WhatsOline.com
and  CallAPro.com  may not  generate  enough to recoup  our  development  costs.
Further,  it is possible that the current  valuation  for our online  properties
maybe so low that we may suffer significant financial write-downs to account for
their eventual sale.

Potential  Fluctuations  in Quarterly  Results:  Significant  variations  in our
quarterly  operating results may adversely affect the market price of our common
stock. Our operating results have varied on a quarterly basis during our limited
operating  history,  and we expect to  experience  significant  fluctuations  in
future quarterly operating results.  These fluctuations have been and may in the
future be caused by numerous factors,  many of which are outside of our control.
We believe that  period-to-period  comparisons of our results of operations will
not  necessarily  be  meaningful  and that you  should  not rely upon them as an
indication of future performance.  Also, it is likely that our operating results
could be below the  expectations of public market  analysts and investors.  This
could adversely affect the market price of our common stock.

<PAGE>

Intellectual Property
---------------------

The Company  relies on a combination  of trademark,  copyright law, trade secret
protection,  confidentiality  agreements and other contractual arrangements with
employees,  vendors and others to protect its rights to  intellectual  property.
Theses  measures,  however,  may be  inadequate  to  deter  misappropriation  of
proprietary information. Failure to adequately protect its intellectual property
could harm the Company's brand,  devalue its proprietary  content and affect the
Company's ability to compete effectively.

Environmental Matters
---------------------

The  Company   believes  it  conducts  its  business  in  compliance   with  all
environmental laws presently  applicable to its facilities.  To date, there have
been no expenses incurred by the Company related to environmental issues.

Government Regulation
---------------------

The Company is not subject to any direct governmental  regulation other than the
securities laws and regulations applicable to all publicly owned companies,  and
laws and regulations applicable to businesses generally.

<PAGE>

ITEM 2:  PROPERTIES

The Company's office is located at 15 Wertheim Court,  Suite 311, Richmond Hill,
Ontario,   L4B  3H7.  This  office  is  2180  square  feet  and  is  leased  for
approximately $4,100 Canadian per month, until February 2, 2003.

ITEM 3: LEGAL PROCEEDINGS

The Company is not involved in any pending legal proceedings.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters  submitted to a vote of the security holders in the fourth
quarter of 2000.

PART II

ITEM 5:  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS.

     (a)  Market Information

     The Company's Common Stock is listed on the Over the counter Bulletin Board
     market under the symbol "ETNI". The following table sets forth the high and
     low closing prices for the periods indicated:

<TABLE>
<CAPTION>
                                                                       High                      Low
                                                                       ----                      ---
<S>                                                                    <C>                       <C>
First Quarter 1999                                                     $  5.13                   $  2.00
Second Quarter 1999                                                    $  4.94                   $  1.13
Third Quarter 1999                                                     $  2.00                   $  1.25
Fourth Quarter 1999                                                    $  0.81                   $  0.50
First Quarter 2000                                                     $  n/a                    $  n/a
Second Quarter 2000                                                    $  n/a                    $  n/a
Third Quarter 2000                                                     $  n/a                    $  n/a
Fourth Quarter 2000                                                    $  0.38                   $  0.09

</TABLE>

     From the first quarter of 2000 to the third quarter of 2000,  shares of the
     Company were quoted on the Pink Sheet market.

     (b)  Holders

     As at March 21, 2001, there were approximately 312 registered  stockholders
     of record of the Company's Common Stock.

     (c)  Dividend Policy

     The Company has never paid a dividend  and does not  anticipate  paying any
     dividends in the foreseeable  future. It is the present policy of the Board
     of Directors to retain the Company's earnings,  if any, for the development
     of the Company's business.

<PAGE>

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

The  following  discussion  should  be read in  conjunction  with the  financial
statements and notes thereto included in Item 7 of this Form 10-KSB.  Except for
the  historical  information  contained  herein,  the  discussion in this Annual
Report on Form 10-KSB contains certain  forward-looking  statements that involve
risk and uncertainties,  such as statements of the Company's plans,  objectives,
expectations  and  intentions.  The cautionary  statements made in this document
should be read as being  applicable  to all related  forward-looking  statements
wherever they appear in this document. The Company's actual results could differ
materially  from those  discussed  here.  Factors  that could cause  differences
include those discussed in "Risk Factors of the Business",  as well as discussed
elsewhere herein.

                                    OVERVIEW

Entheos Technologies Inc. ("Entheos" or the "Company"), through its wholly owned
subsidiary,  Email  Solutions,  Inc.,  operates as an ASP  developing  reliable,
scalable,  real time, high volume  outsourced  email services.  The Company also
operates a media streaming  portal website  (www.whatsonline.com)  and a website
focused on the home improvement  market  (www.callapro.com).  On March 21, 2001,
announced its plans to sell both of its online  properties due to low traffic to
and lack of meaningful revenues from the sites.

                             RESULTS OF OPERATIONS

Revenues. The Company generated revenues of $153,711 for the year ended December
31, 2000, versus $0 for the year ended December 31, 1999.

General and Administrative Expenses.  During 2000, the Company incurred $967,594
in general and administrative  expenses, an increase of 45.8% over 1999 expenses
of $663,820.  The increase is primarily attributable to additional costs related
to the development and marketing of its websites,  as well as the development of
its ASP emailing infrastructure.

Interest  Income.  Interest  income was  $86,604 and $38,331 for the years ended
December 31, 2000, and 1999, respectively. Interest earned in the future will be
dependent on Company funding cycles and prevailing interest rates.

Provision for Income Taxes.  As of December 31, 2000, the Company's  accumulated
deficit was $2,224,995  and as a result,  there has been no provision for income
taxes to date.

Net Loss. For the year ended December 31, 2000, the Company  recorded a net loss
of  $771,547,  or 0.02 per share,  versus a net loss of  $625,489,  or $0.01 per
share, for the same twelve month period ending December 31, 1999.

<PAGE>

                        LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2000, the Company had a cash balance of $938,147,  compared to a
cash balance of $1,905,478 at December 31, 1999.

During 2000, net cash flows used in operating  activities  was $656,524,  versus
net cash flows used in operating  activities of $606,622 in 1999,  primarily due
to  general  and  administrative   expenses  incurred,  such  as  salaries,  and
additional  costs related to the development  and marketing of its websites,  as
well as the  development  of its ASP emailing  infrastructure.  During 2000, net
cash  flows used in  investing  activities  was  $310,807  primarily  due to the
purchase of Email Solutions,  Inc., whose assets consisted primarily of computer
software and  computer  hardware  equipment.  We also  purchased  an  additional
$27,807 in fixed assets to further support our internal  staffing needs.  During
1999,  net cash flows used in investing  activities  was $253,176  primarily due
fixed asset purchases.

During 1999, net cash flows provided by financing activities was $1,540,000 from
the sale of common stock.

Due to the "start up" nature of the Company's businesses, the Company expects to
incur  losses as it  expands.  The  Company  expects to raise  additional  funds
through  private or public  equity  investment  in order to expand the range and
scope of its  business  operations.  The Company  will seek access to private or
public  equity  but there is no  assurance  that such  additional  funds will be
available for the Company to finance its operations on acceptable  terms,  if at
all. See "Risk Factors of the Business" for additional details.

<PAGE>

ITEM 7: FINANCIAL STATEMENTS


<TABLE>
                                    CONTENTS
<CAPTION>
<S>                                                                                       <C>
Independent Auditors' Report                                                              12
Consolidated Balance Sheets at December 31, 2000 and 1999                                 13
Consolidated Statements of Operations For the Years Ended December 31, 2000 and 1999      14
Consolidated Statements of Stockholders' Equity For The Years Ended
December 31, 2000 and 1999                                                                15
Consolidated Statements of Cash Flows For The Years Ended December 31, 2000 and 1999      16
Notes to the Financial Statements                                                         17-25

</TABLE>

All  schedules  are omitted  because  they are not  applicable  or the  required
information is shown in the financial statements or notes thereto.


<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Entheos Technologies, Inc.
Richmond, Ontario L4B 3H7

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Entheos
Technologies  Inc.  (the  Company),  as of December  31, 2000 and 1999,  and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows  for  the  years  then  ended.   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  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 audits of the  financial  statements  provide a  reasonable
basis for our opinion.

In our  opinion,  the  financial  statements  present  fairly,  in all  material
respects,  the  consolidated  financial  position of the Company at December 31,
2000  and  1999,  and  the  consolidated  results  of  its  operations  and  its
consolidated  cash flows for the years then ended,  in conformity with generally
accepted accounting principles.


/s/ Clancy and Co.
------------------
Clancy  and Co., P.L.L.C.
Phoenix, Arizona

March 8, 2001


                                       12

<PAGE>


                           ENTHEOS TECHNOLOGIES, INC.
                        (formerly Whatsonline.com, Inc.)
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>

ASSETS                                                                       2000                1999
------                                                                       ----                ----
<S>                                                                          <C>                 <C>
Current Assets
   Cash                                                                      $          938,147  $       1,905,478
   Accounts Receivable                                                                  153,711                  0
Total Current Assets                                                                  1,091,858          1,905,478

Property and Equipment, Net (Note 3)                                                    305,862            195,735

Other Assets
   Intangible Assets, net of amortization of $11,250 and $1,250                          38,750             48,750
   Organization Costs                                                                         0                649
   Security Deposit                                                                           0                673
Total Other Assets                                                                       38,750             50,072

Total  Assets                                                                $       1,436,470   $       2,151,285

LIABILITIES AND  STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts Payable                                                          $          105,049  $          20,726

Stockholders' Equity
   Preferred Stock: $0.0001 Par Value; Authorized Shares,
10,000,000, Issued and Outstanding, None                                                   None               None
   Common Stock: $0.00001 Par Value; Authorized Shares,
200,000,000; Issued and Outstanding, 49,264,808                                             492                492
   Additional Paid In Capital                                                         3,555,924          3,583,515
   Accumulated Deficit                                                               (2,224,995)        (1,453,448)
Total Stockholders' Equity                                                            1,331,421          2,130,559

Total Liabilities and Stockholders' Equity                                   $       1,436,470   $       2,151,285

</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                       13


<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                        (formerly Whatsonline.com, Inc.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

Year Ended December 31:                                                          2000              1999
-----------------------                                                          ----              ----
<S>                                                                              <C>               <C>
Revenues                                                                         $      153,711    $            0
Costs of Revenues                                                                        44,268                 0
Gross Margin                                                                            109,443                 0
Expenses
   General and Administrative                                                           967,594           663,820
Operating Loss                                                                         (858,151)         (663,820)
Other Income (Expense)
   Interest Income                                                                       86,604            38,331
Net Loss Available to Common Stockholders                                        $     (771,547)   $     (625,489)
Basic and Diluted Loss Per Common Share                                          $        (0.02)   $        (0.01)
Basic and Diluted Weighted Average Common Shares Outstanding                         49,264,808        46,479,808

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       14

<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                        (formerly Whatsonline.com, Inc.)
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                                                                 Accumulated
                                                                                        Additional              Other
                                                 Preferred  Stock    Common     Stock   Paid In     Accumulated Comprehensive
                                                 Shares     Amount   Shares     Amount  Capital     Deficit     Income   Total
                                                 ------     ------   ------     ------  -------     -------     ------   -----
<S>                                              <C>        <C>      <C>        <C>     <C>         <C>         <C>      <C>
Balance, December 31, 1998                       0          0        46,104,808 $  461  $ 2,043,546 $  (827,959)         $1,216,048
Exercise of Stock Options at $0.50 Per Share                            160,000      1       39,999                         40,000
Common Stock Issued For Cash at $0.50 Per Share                       3,000,000     30    1,499,970                      1,500,000
Translation Adjustments                                                                                          84,170      84,170
Loss, Year Ended December 31, 1999                                                                     (709,659)           (709,659)
Balance, December 31, 1999,
as previously reported                           0          0        49,264,808    492    3,583,515  (1,537,618) 84,170   2,130,559
Accumulated Other Comprehensive Income (Note 9)                                                          84,170 (84,170)          0
Balance, December 31, 1999, as restated          0          0        49,264,808    492    3,583,515  (1,453,448)      0   2,130,559
Purchase of Subsidiary (Note 4 )                                                            (27,591)                       (27,591)
Loss, Year Ended December 31, 2000                                                                     (771,547)           (771,547)
Balance, December 31, 2000                       0          0        49,264,808 $  492  $ 3,555,924 $(2,224,995) $    0  $1,331,421

</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       15


<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                        (formerly Whatsonline.com, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

Year Ended December 31,                                                          2000                1999
-----------------------                                                          ----                ----
<S>                                                                              <C>                 <C>
Cash Flows From Operating Activities
   Net Loss                                                                      $        (771,547)  $        (625,489)
   Adjustments to Reconcile Net Loss to Net Cash Flows Used In
Operating Activities
   Depreciation                                                                            183,088              16,628
   Changes in Assets and Liabilities
      (Increase) Decrease in Accounts Receivables                                         (153,711)                  0
      (Increase) Decrease in Other Assets                                                    1,322                (673)
       Increase (Decrease) in Accounts Payable                                              84,324               2,912
   Total Adjustments                                                                       115,023              18,867
Net Cash Flows Used In Operating Activities                                               (656,524)           (606,622)

Cash Flows From Investing Activities
   Purchase of Property and Equipment                                                      (27,807)           (203,176)
   Investment in Subsidiary                                                               (283,000)                  0
   Purchase of Domain Name                                                                       0             (50,000)
Net Cash Flows Used in Investing Activities                                               (310,807)           (253,176)

Cash Flows From Financing Activities
   Proceeds From Sale of Common Stock                                                            0           1,540,000
Net Cash Flows Provided By Financing Activities                                                  0           1,540,000

Increase in Cash and Cash Equivalents                                                     (967,331)            680,202
Cash and Cash Equivalents, Beginning of Year                                             1,905,478           1,225,276
Cash and Cash Equivalents, End of Year                                           $         938,147   $       1,905,478

Supplemental Information
   Cash Paid For:
      Interest                                                                   $               0   $               0
      Income Taxes                                                               $               0   $               0


</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                       16


<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                        (formerly Whatsonline.com, Inc.)
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 1 - ORGANIZATION

     Entheos Technologies,  Inc. (formerly Whatsonline.com,  Inc.) (the Company)
     is a Nevada corporation with an authorized capital of 200,000,000 shares of
     $0.00001 par value common stock and 10,000,000  shares of $0.0001 par value
     preferred stock.

     On July 29,  1999,  the  Company  filed  articles of  incorporation  in the
     province  of Ontario  to form a wholly  owned  subsidiary,  Whatsonline.com
     Corp.  On  October  5,  2000,   the  Company  filed  amended   articles  of
     incorporation to change the name to Entheos Technologies Corp.

     On January 28, 2000,  the Company filed  articles of  incorporation  in the
     State of Nevada to form a wholly owed  subsidiary,  Callapro.com,  Inc. The
     authorized capital is 100,000,000 shares of $0.00001 par value common stock
     and 5,000,000 shares of $0.0001 par value preferred stock.

     On August 3, 2000, the Company filed amended  articles of  incorporation in
     the State of Nevada to change its name to Entheos Technologies, Inc. and to
     increase the  authorized  capital of the Company by  100,000,000  shares of
     $0.00001 common stock and 5,000,000 of $0.0001 par value preferred stock.

     On September  15, 2000,  the Company  purchased  100% of the voting  common
     stock of Email Solutions, Inc., a Nevada corporation,  for $283,000. Assets
     acquired  consisted  primarily of software and computer hardware  equipment
     used in the emailing of news alerts. See Note 4.

     The Company is an Application Service Provider (ASP) developing a reliable,
     scalable, real time, high volume outsourced email service.

     The Company was formed on July 14, 1983, and was in the  development  stage
     through  October  2000.  The year 2000 is the first year during which it is
     considered an operating company.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

     Basis of Financial Statement
     ----------------------------

     Presentation  The Company's  financial  statements  are prepared  using the
     accrual method of accounting.

     Cash and Cash Equivalents
     -------------------------

     The Company  considers  all highly  liquid  instruments  with a maturity of
     three months or less when acquired to be cash and cash equivalents.

                                       17

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Concentration of Credit Risk
     ----------------------------

     The Company  maintains U.S. dollar cash balances in Canadian banks that are
     not insured.  All of the Company's revenues were derived from one customer,
     Equityalert.com,   Inc.   The  director   and   majority   shareholder   of
     Equityalert.com  is also the director and majority  shareholder  of Entheos
     Technologies, Inc.

     Principles of Consolidation
     ---------------------------

     The consolidated  financial  statements include the accounts of the Company
     and its wholly owned subsidiaries.  All material intercompany  transactions
     have eliminated in consolidation.

     Business Combinations
     ---------------------

     The Company recorded the purchase of its subsidiary, Email Solutions, Inc.,
     at net book value in a manner similar to a pooling of interests because the
     purchase occurred between entities under common control.  The excess of the
     cost of the  acquired  company  over the net assets  acquired at their book
     values were charged to additional paid in capital.

     Fixed Assets and Depreciation
     -----------------------------

     Fixed assets are stated at cost and are depreciated under the straight line
     method over the estimated useful life of the assets for financial statement
     purposes,  and  on  accelerated  methods  for  tax  purposes.  Repairs  and
     maintenance are charged to operations as incurred.

     Intangible Assets
     -----------------

     Intangible  assets  represent  the Company name and are recorded at cost in
     accordance  with  Accounting   Principles   Board  (APB)  Opinion  No.  17,
     "Intangible  Assets." The Company amortizes the intangible assets using the
     straight-line  method over its  estimated  useful  life.  Continually,  the
     Company  evaluates  whether the estimated  useful life used to amortize the
     intangible  asset is appropriate  due to changing  facts and  circumstances
     resulting in increases or decreases in the asset's  estimated  useful life,
     and records the change prospectively.  Currently, the Company is amortizing
     the asset over five  years.  Amortization  expense  charged  to  operations
     during 2000 and 1999 was $10,000 and $1,250, respectively.

     Revenues and Accounts Receivables
     ---------------------------------

     Revenues are derived from  providing  emailing  services and are recognized
     when the services are performed.  Accounts receivable at December 31, 2000,
     represent one customer.

                                       18

<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Advertising Costs
     -----------------

     Advertising costs are expensed as incurred. Total advertising costs charged
     to operations  for the years ended  December 31, 2000 and 1999 were $11,334
     and $16,507, respectively.

<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                        (formerly Whatsonline.com, Inc.)
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

     Income Taxes
     ------------

     The Company  accounts for income taxes under the provisions of Statement of
     Financial  Accounting  Standards  ("SFAS") No. 109,  "Accounting for Income
     Taxes."  Under  SFAS No.  109,  deferred  tax  liabilities  and  assets are
     determined based on the difference between the financial  statement and tax
     bases of assets and liabilities,  using enacted tax rates in effect for the
     year in which the differences are expected to reverse.

     Per Share of Common Stock Basic
     -------------------------------

     earnings  or loss per  share is based on the  weighted  average  number  of
     common shares  outstanding.  Diluted earnings or loss per share is based on
     the  weighted  average  number of common  shares  outstanding  and dilutive
     common stock  equivalents.  All  earnings or loss per share  amounts in the
     financial  statements are basic  earnings or loss per share,  as defined by
     SFAS No. 128, "Earnings Per Share." Diluted earnings or loss per share does
     not differ materially from basic earnings or loss per share for all periods
     presented.  Convertible  securities  that could  potentially  dilute  basic
     earnings  per share in the future are not  included in the  computation  of
     diluted earnings per share because to do so would be antidilutive.  All per
     share and per share information are adjusted retroactively to reflect stock
     splits and changes in par value.

     Stock-Based Compensation
     ------------------------

     The Company accounts for stock-based compensation using the intrinsic value
     method   prescribed  in  Accounting   Principles   Board  Opinion  No.  25,
     "Accounting  for Stock Issued to  Employees."  Compensation  cost for stock
     options,  if any, is measured as the excess of the quoted  market  price of
     the  Company's  stock at the date of grant over the amount an employee must
     pay to acquire the stock.

     SFAS  No.  123,  "Accounting  for  Stock-Based  Compensation,"  established
     accounting and disclosure  requirements using a fair-value-based  method of
     accounting for stock-based  employee  compensation  plans.  The Company has
     elected to continue its current  method of accounting  as described  above,
     and has adopted the disclosure-only requirements of SFAS No. 123.

                                       19

<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                        (formerly Whatsonline.com, Inc.)
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Use of Estimates
     ----------------

     In  conformity  with  generally   accepted   accounting   principles,   the
     preparation of financial  statements  requires management to make estimates
     and assumptions  that affect amounts  reported in the financial  statements
     and accompanying notes.  Although these estimates are based on management's
     knowledge  of current  events and actions it may  undertake  in the future,
     actual results could differ significantly from those estimates.

     Capital Structure
     -----------------

     The Company  discloses its capital  structure in  accordance  with SFAS No.
     129, "Disclosure of Information about Capital Structure," which establishes
     standards for disclosing information about an entity's capital structure.

     Foreign Currency Translation
     ----------------------------

     The Company  maintains both U.S.  Dollar and a Canadian Dollar bank account
     at a financial  institution in Canada.  Transactions  gains and losses that
     arise from exchange rate  fluctuations  on  transactions  denominated  in a
     currency other than the functional currency,  which is the U.S. Dollar, are
     included in the results of  operations  as incurred.  Revenues and expenses
     are translated at average exchange rates in effect during each period.

     Business Segment Information
     ----------------------------

     The Company  operates in one industry  segment,  that being  providing high
     volume outsourced email services.

     Start-up Costs
     --------------

     The Company  accounts for start-up  costs in accordance  with  Statement of
     Position (SOP) 98-5,  "Reporting on the Costs of Start-up  Activities." SOP
     98-5  provides  guidance  on  the  financial   reporting  of  start-up  and
     organization  costs and  requires  such costs to be expensed  as  incurred.
     During  2000,  the Company  charged  off $649 of  organization  costs.  The
     transaction did not have a material effect on the financial statements.

     Accounting for Derivative Instruments and Hedging Activities
     ------------------------------------------------------------

     In June 1998,  the Financial  Accounting  Standard Board (FASB) issued SFAS
     No. 133.  "Accounting for Derivative  Instruments and Hedging  Activities,"
     which  establishes   accounting  and  reporting  standards  for  derivative
     instruments  and for  hedging  activities.  SFAS 133 is  effective  for all
     fiscal  quarters  beginning  after June 15,  1999.  In June 1999,  the FASB
     issued SFAS No. 137 to defer the  effective  date of SFAS No. 133 to fiscal
     quarters of fiscal years beginning after June 15, 2000. The  implementation
     of SFAS No. 137 had no effect on the Company's financial statements.

                                       20

<PAGE>

     Recent Accounting Pronouncements
     --------------------------------

     In December  1999, the SEC issued Staff  Accounting  Bulletin No. 101 ("SAB
     101"),  "Revenue  Recognition In Financial  Statements." SAB 101 summarizes
     certain  of the  SEC's  views in  applying  generally  accepted  accounting
     principles to revenue recognition in financial  statements.  The Company is
     required to adopt SAB 101 no later than the fourth  quarter of fiscal 2000.
     The Company implemented SAB 101 effective January 1, 2000.

     Presentation
     ------------

     Certain prior year amounts have been reclassified to conform to fiscal 1999
     presentation.  Consequently, net loss for the year ended December 31, 1999,
     decreased by  approximately  $84,000,  representing  amounts  inadvertently
     charged to  accumulated  other  comprehensive  income.  The  changes had no
     impact on previously reported total stockholders' equity.

     Pending Accounting Pronouncements
     ---------------------------------

     It is anticipated that current pending accounting  pronouncements  will not
     have an adverse impact on the financial statements of the Company.

NOTE 3 - PROPERTY AND EQUIPMENT

     Property and Equipment consists of the following at December 31:

<TABLE>
<CAPTION>
                                                     2000              1999
                                                     ----              ----
<S>                                                  <C>               <C>
Computer Equipment                                   $  413,808        $   202,652
Computer Software                                        70,890                  0
Furniture and Fixtures                                    11,614            10,445
Total                                                    496,312           213,097
Less Accumulated Depreciation                            190,450            17,362
Net Book Value                                       $   305,862       $   195,735

</TABLE>

     Depreciation  expense  charged  to  operations  during  2000  and  1999 was
     $173,088 and $15,378, respectively.

                                       21

<PAGE>

NOTE 4 - RELATED PARTY TRANSACTIONS

     On September  15, 2000,  the Company  purchased  100% of the voting  common
     stock of Email Solutions, Inc., a Nevada corporation, from Equityalert.com,
     Inc., for $283,000.  Email  Solutions,  Inc.'s assets consist  primarily of
     software and computer hardware equipment used in the emailing of the public
     company and mutual fund news alerts. Entheos provides emailing services for
     Equityalert.com.  The director and majority  shareholder of Equityalert.com
     is also the director and majority shareholder of Entheos Technologies, Inc.
     The Company  recorded the purchase at net book value in a manner similar to
     a pooling of interests because the purchase occurred between entities under
     common control. The excess of the cost of the acquired company over the net
     assets  acquired at their book values were  charged to  additional  paid in
     capital, which was $27,591.

     During  2000  and  1999,  the  Company   charged   $100,000  and  $200,000,
     respectively, to operations for management and consulting fees incurred for
     services  rendered by the Chairman and principle  stockholder.  Included in
     accounts  payable at December 31,  2000,  is a payable of $88,000 for these
     fees.

NOTE 5 - INCOME TAXES

     There  is no  current  or  deferred  tax  expense  for  any of the  periods
     indicated,  due to the  Company's  loss  position.  The  benefits of timing
     differences   have  not  been   previously   recorded.   The  deferred  tax
     consequences  of temporary  differences  in reporting  items for  financial
     statement  and  income  tax  purposes  are   recognized,   as  appropriate.
     Realization  of the future tax benefits  related to the deferred tax assets
     is dependent on many factors,  including the Company's  ability to generate
     taxable  income  within  the  net  operating  loss   carryforward   period.
     Management  has  considered  these factors in reaching its conclusion as to
     the valuation allowance for financial  reporting  purposes.  The income tax
     effect,   utilizing  a  35%  income  tax  rate,  of  temporary  differences
     comprising the deferred tax assets and deferred tax liabilities is a result
     of the following at December 31:

                                       22

<PAGE>

NOTE 5 - INCOME TAXES (CONTINUED)

<TABLE>
<CAPTION>
                                                       2000                       1999
                                                       ----                       ----
<S>                                                    <C>                        <C>
Deferred Tax Asset
Net Operating Loss Carryforwards                       $   778,748                $   508,707
Deferred Tax Liabilities
Nondeductible Expenses                                     (15,377)                   (18,090)
Net Deferred Tax Asset                                     763,371                    490,617
Valuation Allowance                                       (763,371)                  (490,617)
Net Deferred Tax Asset                                 $         0                $         0

</TABLE>

     A  reconciliation  between the statutory  federal income tax rate (34%) and
     the  effective  income  rate of  income  tax  expenses  for the year  ended
     December 31, 2000 and 1999 is as follows:

<TABLE>
<CAPTION>

<S>                                                      <C>               <C>
Statutory Federal Income Tax Rate                        (34.0)%           (34.0)%
Valuation Allowance                                       34.0 %            34.0 %
Effective Income Tax Rate                                  0.0 %             0.0 %

</TABLE>

     The Company has available net operating loss carryforwards of approximately
     $2,200,000  for tax purposes to offset future taxable income which begin to
     expire principally in the year 2018.

NOTE 6 - STOCK OPTIONS

     The Company has two stock  option  plans that  provide for the  granting of
     stock options to officers and key employees.  The objectives of these plans
     include  attracting  and  retaining  the  best  personnel,   providing  for
     additional performance incentives, and promoting the success of the Company
     by providing  employees the  opportunity to acquire  common stock.  Options
     outstanding under the Company's two stock option plans have been granted at
     prices  which are either equal to or above the market value of the stock on
     the date of grant, and expire ten years from the date of grant.

<PAGE>

     The status of the Company's  stock option plans are summarized  below as of
     December 31:

<TABLE>
<CAPTION>
                                                             Number of                     Option
                                                             Shares                         Price
                                                             ------                         -----
<S>                                                          <C>                            <C>
Granted Under the 1997 Stock Option Plan                     2,500,000                      $  1.00
Granted Under the 1998 Stock Option Plan                     2,400,000                         1.00
Options Outstanding at December 31, 1998                     4,900,000                         1.00
Exercised Under the 1997 Stock Option Plan                     (80,000)                        1.00
Options Outstanding at December 31, 1999 and 2000            4,820,000                      $  1.00

</TABLE>

     The  weighted  average  exercise  price  of  the  options  outstanding  and
     exercisable  at  December  31,  2000  is  $1.00  and the  weighted  average
     remaining  contractual  life in  years is 7.8.  The  Company  accounts  for
     stock-based  compensation  using the intrinsic  value method  prescribed by
     Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to

<PAGE>

NOTE 6 - STOCK OPTIONS (CONTINUED)

     Employees,"   under  which  no  compensation  cost  for  stock  options  is
     recognized  for stock options awards granted at or above fair market value.
     Had compensation expense for the Company's  stock-based  compensation plans
     been  determined  under SFAS No. 123, based on the fair market value at the
     grant dates,  the  Company's  pro forma net loss and pro forma net loss per
     share would have been reflected as follows at December 31:

<TABLE>
<CAPTION>

Net Loss                           2000                  1999
--------                           ----                  ----
<S>                                <C>                   <C>
As reported                        $    (771,547)        $     (625,489)
Pro forma                          $  (3,025,289)        $   (2,879,231)
Net Loss Per Share
As reported                        $         Nil         $        (0.01)
Pro forma                          $       (0.06)        $        (0.06)

</TABLE>

     The fair value of each option grant is estimated on the date of grant using
     the Black-Scholes option pricing model with the following  weighted-average
     assumption used for those options  granted in 1998 and 1997,  respectively:
     dividend  yield  of 0%,  expected  volatility  of 76% and  173%,  risk-free
     interest rate of 5%, and an expected lives of 10 years.

NOTE 7 - WARRANTS

     As of the date of issuance of these financial  statements,  the Company has
     outstanding  900,000  warrants to purchase common stock at $1.00 per share,
     expiring on December 9, 2001,  and  3,000,000  warrants to purchase  common
     stock at $1.00 per share until  November  23, 2004.  The warrants  were not
     valued because the exercise price equaled or exceeded the exercise price on
     the grant date.

NOTE 8 - COMMITMENTS

     The Company leases office space and equipment  under various  noncancelable
     operating  agreements  which expire  principally in December 2001, and also
     include  certain  renewal  options.  Rent expense charged to operations for
     2000 and 1999 was $45,246 and $29,000, respectively.  Future minimum rental
     commitments are as follows: 2001 $ 60,386.

NOTE 9 - CORRECTION OF AN ERROR

     The   financial   statements   for  the  year  ended   December  31,  1999,
     inadvertently contained accumulated other comprehensive income representing
     translation adjustments of $84,170

<PAGE>

NOTE 9 - CORRECTION OF AN ERROR (CONTINUED)

     which should have been shown in the  financial  statements  as  transaction
     gains.  As a  result,  net loss  for the  year  ended  December  31,  1999,
     decreased  by this  amount.  Loss per share of common  stock did not change
     significantly and there was no related tax effect due to the Company's loss
     position.  The  correction  had no  impact  on  previously  reported  total
     stockholders' equity.

<PAGE>

ITEM 8:  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
     FINANCIAL DISCLOSURE

Clancy and Co., P.L.L.C. are the Company's  independent public accountants since
inception. There have no disagreements with Clancy and Co., P.L.L.C.

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  information  required by this Item with respect to directors and Section 16
compliance is included in the Company's  definitive proxy statement for its 2001
Annual Meeting of Shareholders ("Proxy Statement") and is hereby incorporated by
reference.

ITEM 10: EXECUTIVE COMPENSATION

The  information  required  by this  Item is  included  in the  Company's  Proxy
Statement and is hereby incorporated by reference.

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  information  required  by this  Item is  included  in the  Company's  Proxy
Statement and is hereby incorporated by reference.

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required  by this  Item is  included  in the  Company's  Proxy
Statement and is hereby incorporated by reference.

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

The exhibits listed in the  accompanying  index to exhibits are filed as part of
this Annual Report on Form 10KSB.

No reports on Form 8-K were filed during the Company's fourth fiscal quarter.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized on this 26th day of
March, 2001.

                           ENTHEOS TECHNOLOGIES, INC.
                           --------------------------
                        (formerly WhatsOnline.com, Inc.)




                                                              /s/ Kesar Dhaliwal
                                                              ------------------
                                                           By: Kesar S. Dhaliwal
                                                               President and CEO

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 capacities and on the dates indicated.



Signature                      Title                           Date

/s/ Harmel S. Rayat            Director and Chairman           March 26, 2001
-------------------            ---------------------           --------------
Harmel S. Rayat


/s/ Gursh S. Kundan            Director, Secretary/Treasurer   April 12, 2000
-------------------            -----------------------------   --------------
Gursh S. Kundan