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, 2001
                        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 $463,288.00

Aggregate   market  value  of  Common  Stock,   $0.00001  par  value,   held  by
non-affiliates  of the  registrant as of March 15th,  2002:  $64,960.  Number of
shares of Common Stock, $0.00001 par value, outstanding as of March 15th , 2002:
1,970,887.

<PAGE>

                          ANNUAL REPORT ON FORM 10-KSB
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001

<TABLE>
                                TABLE OF CONTENTS
<CAPTION>

PART I                                                                                  Page
<S>                                                                                     <C>
Item  1. Description of Business                                                        3

Item  2. Description of Property                                                        6

Item  3. Legal Proceedings                                                              6

Item  4. Submissions of Matters to a Vote of Security Holders                           6

PART II

Item  5. Market for the Registrants' Common Equity and Related Stock-
         holder Matters                                                                 7

Item  6. Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                          7

Item  7. Financial Statements                                                           9

Item  8. Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure                                                           22

PART III

Item  9. Directors and Executive Officers of the Registrant                             22

Item 10. Executive Compensation                                                         22

Item 11. Security Ownership of Certain Beneficial Owners and Management                 22

Item 12. Certain Relationships and Related Transactions                                 22

PART IV

Item 13. Exhibits and Reports on Form 8-K                                               22


</TABLE>

<PAGE>

PART I

ITEM 1.     DESCRIPTION OF BUSINESS

This Annual  Report on Form 10-KSB 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-QSB 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. To
date,  the Company has not  received  any offers of  interest  from  prospective
purchasers of the Company's online assets.

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.  On
September  15, 2000,  the Company  purchased  100% of the voting common stock of
Email Solutions, Inc., a Nevada corporation, for $283,000. On July 12, 2001, the
Company's  shareholders  approved a 25:1 reverse split of the  Company's  common
stock, with the par value remaining the same.

<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, 2001, the Company  employed 5 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 2001,  we had  revenues of
$463,288.  We have not been  profitable,  experiencing  an  accumulated  loss of
$2,542,960  through 2001. 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.  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 2001, all of our total ASP revenues were generated from services  provided to
Innotech  Corporation.  The  Company  and  Innotech  Corporation  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 email services and
network infrastructure 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  reporting and transaction  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.

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.

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.

<PAGE>

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.

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 January, 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 2001.

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 "ETHO".  The following table sets forth the high and low
closing prices for the periods indicated:

<TABLE>
<CAPTION>
                                                                       High             Low
                                                                       ----             ---
<S>                                                                    <C>              <C>
First Quarter 2000                                                     $  n/a           $  n/a
Second Quarter 2000                                                    $  n/a           $  n/a
Third Quarter 2000                                                     $  n/a           $  n/a
Fourth Quarter 2000                                                    $  4.75          $  2.34
First Quarter 2001                                                     $  1.00          $  0.53
Second Quarter 2001                                                    $  0.75          $  0.63
Third Quarter 2001                                                     $  0.20          $  0.20
Fourth Quarter 2001                                                    $  0.31          $  0.25

</TABLE>

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

<PAGE>

     (b) Holders

As at March 15th, 2002, there were approximately 313 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.

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
owns a  media  streaming  portal  website  (www.whatsonline.com)  and a  website
focused on the home improvement  market  (www.callapro.com).  On March 21, 2001,
the Company announced its plans to sell both of its online properties due to low
traffic to and lack of meaningful  revenues from the sites. To date, the Company
has not  received  any offers of interest  from  prospective  purchasers  of the
Company's online assets.

<PAGE>

RESULTS OF OPERATIONS
---------------------

Revenues. The Company generated revenues of $463,288 for the year ended December
31, 2001, versus $153,711 for the year ended December 31, 2000. This increase of
$309,577,  or 201%, is a direct result of a greater  volume of emails being sent
by the Company's principal client,  Innotech Corporation,  which became a client
of the Company  during the fourth  quarter of 2000.  The  Company  and  Innotech
Corporation have a common Director and majority shareholder.

Cost  of  Revenues.  During  2001,  the  Company  incurred  $258,609  in cost of
revenues,  an increase of 484% over 2000  expenses of $44,268.  The  increase is
primarily attributable to additional costs related to forwarding a larger volume
of emails,  as well as  continued  development  of the  Company's  ASP  emailing
infrastructure.

General and Administrative Expenses.  During 2001, the Company incurred $558,771
in general and administrative  expenses, a decrease of 42% over 2000 expenses of
$967,594.  The decrease is primarily  attributable  to lower salary and employee
benefit costs due to a lower number of employees.

Interest  Income.  Interest  income was  $36,127 and $86,604 for the years ended
December 31, 2001, and 2000, 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, 2001, the Company's  accumulated
deficit was $2,542,960  and as a result,  there has been no provision for income
taxes to date.

Net Loss. For the year ended December 31, 2001, the Company  recorded a net loss
of  $317,965,  or 0.16 per share,  versus a net loss of  $771,547,  or $0.39 per
share, for the same twelve month period ending December 31, 2000.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At December 31, 2001,  the Company had a cash balance of $826,603  compared to a
cash balance of $938,147 at December 31, 2000.

During 2001, net cash flows used in operating activities was $71,544, versus net
cash flows used in operating  activities of $656,524 in 2000, primarily due to a
lower net loss.  During 2001,  net cash flows used in investing  activities  was
$40,000, primarily due to a loan to an officer of the Company.

The  Company's  principal  source of  liquidity is cash in bank and for the next
twelve months,  the Company has sufficient cash to meet its operating needs. The
Company incurs  management  fees from the services of its president and majority
shareholder at the rate of $12,000 per month, which will result in a decrease in
the Company's  cash  position  unless the debt is converted to equity in lieu of
cash paid.

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.

RELATED PARTY TRANSACTIONS
--------------------------

The Company advanced $40,000 to the president of the Company,  plus $767 accrued
interest during 2001. The terms of the loan include interest at 6.25 percent per
annum, with both the principal and interest due at maturity,  which is September
10, 2003.

<PAGE>

During 2001 and 2000, the Company charged  $144,000 and $100,000,  respectively,
to operations for management and consulting fees incurred for services  rendered
by the  Chairman  and  principal  stockholder.  Included in accounts  payable at
December 31, 2001 and 2000, is a payable of $188,667 and $88,000,  respectively,
for these fees. During 2001, the Company paid $22,847 to an employee who is also
a stockholder for consulting services rendered.

On September 15, 2000, the Company  purchased 100% of the voting common stock of
Email Solutions, Inc., a Nevada corporation, from Innotech Corporation (formerly
known as 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  Innotech   Corporation.   The  director  and  majority
shareholder   of  Innotech   Corporation  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.

<PAGE>

ITEM 7: FINANCIAL STATEMENTS

<TABLE>
                                TABLE OF CONTENTS
<CAPTION>


<S>                                                                                       <C>
Independent Auditors' Report...............................................................10

Consolidated Balance Sheets at December 31, 2001 and 2000..................................11

Consolidated Statements of Operations for the years ended
December 31, 2001 and 2000.................................................................12

Consolidated Statements of Stockholders' Equity for years ended
December 31, 2001 and 2000.................................................................13

Consolidated Statements of Cash Flows for the years ended
December 31, 2001 and 2000.................................................................14

Notes to the Consolidated Financial Statements.............................................15-22

</TABLE>

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of
Entheos Technologies, Inc.

We  have  audited  the  accompanying  consolidated  balance  sheets  of  Entheos
Technologies  Inc.  (the  Company),  as of December  31, 2001 and 2000,  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
in the United States. 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,
2001  and  2000,  and  the  consolidated  results  of  its  operations  and  its
consolidated  cash flows for the years then ended,  in conformity with generally
accepted accounting principles in the United States.


/s/  Clancy and Co., P.L.L.C.
---  ------------------------
Clancy and Co., P.L.L.C.
Phoenix, Arizona
February 22, 2002

<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
ASSETS                                                                 2001             2000
------                                                                 ----             ----
<S>                                                                    <C>              <C>
Current Assets
   Cash                                                                $        826,603 $         938,147
   Accounts Receivable                                                          152,009           153,711
   Prepaid Expenses                                                               2,721                 0
Total Current Assets                                                            981,333         1,091,858

Property and Equipment, Net (Note 2)                                            173,727           305,862

Other Assets
   Security Deposit                                                               8,423                 0
   Officer Loans                                                                 40,767                 0
   Intangible Assets, net of amortization of $11,250                                  0            38,750
                                                                                 49,190            38,750

Total Assets                                                           $      1,204,250 $       1,436,470

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts Payable                                                    $        190,794 $         105,049

Commitments and Contingencies                                                      None              None

Stockholders' Equity
Preferred Stock:  $0.0001 Par Value, Authorized:  10,000,000
   Issued and outstanding:  None                                                   None              None
Common Stock: $0.00001 Par Value,  Authorized: 200,000,000
   Issued and Outstanding, 1,970,887                                                 20                20
Additional Paid In Capital                                                    3,556,396         3,556,396
Accumulated Deficit                                                          (2,542,960)       (2,224,995)
Total Stockholders' Equity                                                    1,013,456         1,331,421

Total Liabilities and Stockholders' Equity                             $      1,204,250 $       1,436,470

</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
Year Ended December 31:                                     2001             2000
<S>                                                         <C>              <C>
Revenues                                                    $  463,288       $   153,711
Costs of Revenues                                              258,609            44,268
Gross Margin                                                   204,679           109,443

General and Administrative Expenses                            558,771           967,594

Operating Loss                                                (354,092)         (858,151)

Interest Income                                                 36,127            86,604

Net Loss Available to Common Stockholders                  $  (317,965)      $  (771,547)

Basic Loss Per Share of Common Stock                       $     (0.16)      $     (0.39)

Weighted Average Number of
Common Shares Outstanding                                    1,970,887         1,970,887

</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                    FOR THE YEARS DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                                      Additional    Retained
                                              Preferred     Common        Stock       Paid In       Earnings
                                              Stock         Shares        Amount      Capital       (A Deficit)        Total
                                              -----         ------        ------      -------       -----------        -----
<S>                                           <C>           <C>           <C>         <C>           <C>                <C>
Balance, December 31, 1999                           0      1,970,887            20      3,583,987      (1,453,448)    $  2,130,559
Purchase of Subsidiary (Note 3)                                                            (27,591)                         (27,591)
Loss, year ended December 31, 2000                                                -                       (771,547)        (771,547)
Balance, December 31, 2000                           0      1,970,887            20      3,556,396      (2,224,995)       1,331,421
Loss, year ended December 31, 2001                                                -                       (317,965)       (317,965)
Balance, December 31, 2001                           0      1,970,887     $      20   $  3,556,396  $   (2,542,960)    $  1,013,456

</TABLE>

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

<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
Year ended December 31:                                      2001             2000
-----------------------                                      ----             ----
<S>                                                          <C>              <C>
Cash Flows From Operating Activities
Net Loss                                                     $     (317,965)  $    (771,547)
Adjustments to Reconcile Net Loss to Net Cash Used In
    Operating Activities
     Depreciation and Amortization                                  139,635         183,088
     Write off Goodwill                                              31,250               0
Changes in Assets and Liabilities
   (Increase) Decrease in Accounts Receivable                         1,702        (153,711)
   (Increase) Decrease in Prepaid Expenses                           (2,721)              0
   (Increase) Decrease in Security Deposits                          (8,423)          1,322
   (Increase) Decrease in Accrued Interest Receivable                  (767)              0
    Increase (Decrease) in Accounts Payable                          85,745          84,324
Total Adjustments                                                   246,421         115,023
Net Cash Flows Used In Operating Activities                         (71,544)       (656,524)

Cash Flows From Investing Activities
   Officer Loans                                                    (40,000)              0
   Purchase of Property and Equipment                                     0         (27,807)
   Investment in Subsidiary                                               0        (283,000)
Net Cash Flows Provided By Investing Activities                     (40,000)       (310,807)

Cash Flows From Financing Activities                                      -               -

Increase (Decrease) in Cash and Cash Equivalents                   (111,544)       (967,331)
Cash and Cash Equivalents, Beginning of Year                        938,147       1,905,478
Cash and Cash Equivalents, End of Year                       $      826,603   $     938,147

Cash paid for interest and income taxes:                                  -               -

</TABLE>

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

<PAGE>


                           ENTHEOS TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of Operations.

Organization.  Entheos Technologies,  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 3.

On July 12, 2001,  the Company's  shareholders  approved a 25:1 reverse split of
the Company's common stock, with the par value remaining the same.

Nature of  operations.  The Company is an  Application  Service  Provider  (ASP)
providing  reliable,  real time,  high  volume  outsourced  email  service.  The
Company's  provides  emailing  services  to the  membership  base  of a  related
company, Innotech Corporation

Summary of Significant Accounting Policies.

Accounting  Method - The Company  financial  statements  are prepared  using the
accrual method of accounting.

Principles of Consolidation - The consolidated  financial statements include the
accounts of Entheos  Technologies,  Inc. (a Nevada  corporation)  and its wholly
owned subsidiaries,  Callapro.com, Inc. (a Nevada corporation), Email Solutions,
Inc.  (a  Nevada  corporation),  and  Entheos  Technologies,  Corp  (an  Ontario
providence corporation).  All significant intercompany balances and transactions
have been eliminated in consolidation.

<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

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.

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
reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents - The Company considers all highly liquid  instruments
purchased  with  an  original  maturity  of  three  months  or  less  to be cash
equivalents.

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,  Innotech  Corporation.  The  director and majority
shareholder of Innotech  Corporation is also a director and majority shareholder
of Entheos Technologies, Inc.

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. During the fourth quarter of 2001, the Company
wrote off the entire  amount and  charged to  operations  $31,250.  Amortization
expense  charged to  operations  during  2001 and 2000 was  $7,500 and  $10,000,
respectively.

Long-Lived  Assets - The Company records  impairment losses on long-lived assets
used in operation when indicators of impairment are present and the undiscounted
cash flows  estimated  to be generated by those assets are less than the assets'
carrying amount.

Revenues and Accounts Receivables - Revenues are derived from providing emailing
services  and are  recognized  when  the  services  are  performed,  which is in
accordance with SEC Staff Accounting Bulletin (SAB) 101, "Revenue Recognition in
Financial Statements." Accounts receivable for both periods presented represents
one customer. The Company uses the direct

<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

write-off  method for  receivables  which is not in  accordance  with  generally
accepted  accounting  principles,  but  the  departure  is not  material  to the
financial statements.

Advertising  Costs  -  Advertising   costs  are  expensed  as  incurred.   Total
advertising  costs charged to operations  for the years ended  December 31, 2001
and 2000 were $2,477 and $11,334, respectively.

Cost  Recognition - Cost of sales includes all direct material and labor used to
provide the emailing services.  General and administrative  costs are charged to
operating expenses as incurred.

Income Taxes - The Company  accounts for income  taxes under the  provisions  of
SFAS No. 109, "Accounting for Income Taxes." Under SFAS No. 109, deferred income
tax assets and liabilities  are computed for  differences  between the financial
statements and tax bases of assets and  liabilities  that will result in taxable
or  deductible  amounts  in the  future,  based on  enacted  tax laws and  rates
applicable  to the  periods  in which the  differences  are  expected  to affect
taxable income.  Valuation allowances are established when necessary,  to reduce
deferred income tax assets to the amount expected to be realized.

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 remain on its current  method of accounting  as described  above,
and has adopted the disclosure requirements of SFAS No. 123.

Earnings  Per Share - 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.  Basic earnings/loss per share is computed by
dividing  net  income  applicable  to  common  stockholders  (numerator)  by the
weighted  average  number of common  shares  outstanding  (denominator)  for the
period.  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.  All per share and per
share information are adjusted retroactively to reflect stock splits and changes
in par value.

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.

<PAGE>


                           ENTHEOS TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

Comprehensive  Income - The Company includes items of other comprehensive income
by their nature in a financial statement and displays the accumulated balance of
other comprehensive income separately from retained earnings and additional paid
in  capital  in the  equity  section  of the  balance  sheet.  For  the  periods
presented,  other  comprehensive  income (loss)  includes  unrealized  losses on
marketable equity securities.

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

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.

Start-up  Expenses - 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.

Fair Value of Financial  Instruments  - For certain of the  Company's  financial
instruments,  including cash and cash equivalents,  accounts receivable, prepaid
expenses,  accounts  payable and accrued  liabilities,  and debt,  the  carrying
amounts approximate fair value due to their short maturities.

Reclassification  - Certain  prior  period  amounts  have been  reclassified  to
conform  to the  current  year  presentation.  These  changes  had no  effect on
previously reported results of operations or total stockholders' equity.

Recent  Accounting  Pronouncements  - The Financial  Accounting  Standards Board
("FASB") has issued the following pronouncements,  none of which are expected to
have a significant affect on the financial statements:

SFAS No.141,  "Business  Combinations."  SFAS No. 141 requires that all business
combinations be accounted for under the purchase method of accounting.  SFAS No.
141 also changes the criteria for the separate  recognition of intangible assets
acquired in a business  combination.  SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001.

SFAS No. 142,  "Goodwill  and Other  Intangible  Assets." SFAS No. 142 addresses
accounting  and  reporting  for  intangible  assets  acquired,  except for those
acquired in a business  combination.  SFAS No. 142  presumes  that  goodwill and
certain  intangible assets have indefinite useful lives.  Accordingly,  goodwill
and certain intangibles will not be amortized but rather will be tested at least
annually for  impairment.  SFAS No. 142 also addresses  accounting and reporting
for

<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

goodwill and other intangible assets subsequent to their  acquisition.  SFAS No.
142 is effective for fiscal years beginning after December 15, 2001.

SFAS No.  143,  "Accounting  for Asset  Retirement  Obligations."  SFAS No.  143
addresses financial accounting and reporting for obligations associated with the
retirement of tangible  long-lived  assets and the associated  asset  retirement
costs.  SFAS No. 143 is effective  for  financial  statements  issued for fiscal
years beginning after June 15, 2002.

FASB  issued  SFAS No.  144,  "Accounting  for the  Impairment  or  Disposal  of
Long-Lived Assets." This statement addresses financial  accounting and reporting
for the impairment or disposal of long-lived  assets.  SFAS No. 144 is effective
for financial  statements  issued for fiscal years  beginning after December 15,
2001, and interim periods within those fiscal years.

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 2 - PROPERTY AND EQUIPMENT

Property and Equipment consists of the following at December 31:

<TABLE>
<CAPTION>
                                                     2001              2000
                                                     ----              ----
<S>                                                  <C>               <C>
Computer Equipment                                   $  413,808        $   413,808
Computer Software                                        70,890             70,890
Furniture and Fixtures                                   11,614             11,614
Total                                                   496,312            496,312
less Accumulated Depreciation                           322,585            190,450
Net Book Value                                       $  173,727        $   305,862

</TABLE>

Depreciation expense charged to operations during 2001 and 2000 was $132,135 and
$173,088, respectively.

NOTE 3 - RELATED PARTY TRANSACTIONS

Officer loans at December 31, 2001  represent a loan in the amount of $40,000 to
the president of the Company, plus $767 accrued interest.  The terms of the loan
include interest at 6.25 percent per annum, with both the principal and interest
due at maturity, which is September 10, 2003.

During 2001 and 2000, the Company charged  $144,000 and $100,000,  respectively,
to operations for management and consulting fees incurred for services  rendered
by the  Chairman  and  principal  stockholder.  Included in accounts  payable at
December 31, 2001 and 2000, is a payable of $188,667 and $88,000,  respectively,
for these fees. During 2001, the Company paid $22,847 to an employee who is also
a stockholder for consulting services rendered.

<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

On September 15, 2000, the Company  purchased 100% of the voting common stock of
Email Solutions, Inc., a Nevada corporation, from Innotech Corporation (formerly
known as 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  Innotech   Corporation.   The  director  and  majority
shareholder   of  Innotech   Corporation  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.

NOTE 4 - 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 and has recorded a 100%
valuation  allowance  against  the  deferred  tax asset.  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:

<TABLE>
<CAPTION>
                                        2001                       2000
                                        ----                       ----
<S>                                     <C>                        <C>
Deferred Tax Asset
Net Operating Loss Carryforwards        $  804,790                 $   710,914
Start-up Expenses                           36,181                      67,834
Deferred Tax Liabilities
Depreciation                                (7,893)                    (15,377)
Net Deferred Tax Asset                     833,078                     763,371
Valuation Allowance                       (833,078)                   (763,371)
Net Deferred Tax Asset                  $        0                 $         0

</TABLE>

The net change in the  valuation  allowance  for 2001 was an increase of $69,707
and for 2000 was an increase of $272,754,  which are  principally  the result of
net operating loss carryforwards.

The Company has available  net operating  loss  carryforwards  of  approximately
$2,300,000  for tax  purposes to offset  future  taxable  income  which begin to
expire  through the year 2021.  Pursuant  to the Tax Reform Act of 1986,  annual
utilization of the Company's net operating loss  carryforwards may be limited if
a cumulative  change in ownership of more than 50% is deemed to occur within any
three-year period.

<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

 NOTE 5 - STOCK OPTIONS

On July 12, 2001,  the Company  shareholders'  approved the adoption of the 2001
Stock  Option  Plan  with   20,000,000   common  shares  reserved  for  issuance
thereunder.  As of the date of issuance of these financial statements, no shares
have been granted under the plan. During the fourth quarter of 2001, the Company
canceled all of the  outstanding  options  granted under the 1997 and 1998 Stock
Option plans,  which  provided 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 were
granted at prices  which were either  equal to or above the market  value of the
stock on the date of grant.

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                         100,000                $ 1.00
Granted Under the 1998 Stock Option Plan                          96,000                  1.00
Options Outstanding at December 31, 1998                         196,000                  1.00
Exercised Under the 1997 Stock Option Plan                        (3,200)                 1.00
Options Outstanding at December 31, 1999 and 2000                192,800                  1.00
Canceled during 2001                                            (192,800)                 1.00
Options Outstanding at December 31, 2001                               0

</TABLE>

The weighted  average  exercise price of the 192,800 options  outstanding at the
beginning of the year was $1.00.

NOTE 6 - WARRANTS

As of the date of  issuance  of these  financial  statements,  there are 240,000
warrants  outstanding 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 7 - COMMITMENTS

The Company  leases  office  space and  equipment  under  various  noncancelable
operating  agreements which expire principally in January 2003, and also include
certain  renewal  options.  Rent expense charged to operations for 2001 and 2000
was $88,110 and $84,178, respectively.  Future minimum rental commitments are as
follows: 2002: $39,888 and $2,180.

<PAGE>

                           ENTHEOS TECHNOLOGIES, INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

NOTE 8 - INTERIM INFORMATION

The Company's  quarterly  financial  report for the quarter ended March 31, 2001
inadvertently  included only two months of sales, whereas the quarter ended June
30, 2001  included four months of sales.  Accordingly,  the periods above should
have reported the following net losses and related loss per share amounts, which
have been adjusted for the reverse stock split, respectively,  as follows: March
31-$103,592  and $0.04;  June  30-$69,587 and $0.05.  There was no effect on the
cumulative results of operations.


<PAGE>

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

None.

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth  below is certain  information  regarding  each of the  directors  and
officers of the Company:

BHUPINDER S. MANN (Age 46).  President and Chief  Executive  Officer,  Director.
Between 1986 and 1989,  Mr. Mann became engaged in the  commodities  and futures
markets as a registered broker for Evergreen Futures.  During the period between
1989 and 1995, Mr. Mann served as the President of First College of Commodities,
which  provided  training  and  educational  services.  In  1995,  Mr.  Mann was
responsible  for sales at Radd  Multimedia  and  later in the year for  investor
relations at Aqua One  Beverage.  Between 1996 and 1999,  Mr. Mann served as the
Manager of investor  relations for Enterprise  Technologies,  Inc., a healthcare
technology  service  company.   Mr.  Mann  graduated  in  1978  from  Nottingham
University  with a B.A. Hons. In Political  Science.  Mr. Mann has served as the
Company's  President,  Chief Executive  Officer and Director since January 21st,
2000.

HARMEL S. RAYAT (Age 40).  Chairman,  Director.  Between  January 1993 and April
2001,  Mr. Rayat  served as the  president of Hartford  Capital  Corporation,  a
company  that  provides  financial   consulting   services  to  emerging  growth
corporations.  Since  January 2002,  Mr. Rayat has been  president of Montgomery
Asset  Management  Corporation,   a  privately  held  firm  providing  financial
consulting  services  to  emerging  growth  corporations.  Mr.  Rayat  is also a
Director of Entheos Technologies,  Inc., Enterprise Technologies,  Inc. and Zeta
Corporation. Mr. Rayat has served as a Director of the Company since March 18th,
1996.

JASBINDER CHOHAN (Age 39).  Secretary,  Treasurer,  Director.  During the period
from May 1993 to January 1995, Ms. Chohan did general  accounting work for Elton
Advertising. Since January 1995, she has been employed as an accounts manager at
Graphic Packaging Canada.  Ms. Chohan has served as a Director and the Company's
Secretary and Treasurer since April 11th, 2001.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors,  officers and persons who own more than
10 percent of a registered  class of the Company's  equity  securities,  to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission ("the Commission").  Directors,  officers and greater than 10 percent
beneficial owners are required by applicable  regulations to furnish the Company
with  copies of all forms  they file with the  Commission  pursuant  to  Section
16(a).  Based  solely upon a review of the copies of the forms  furnished to the
Company,  the Company  believes that during fiscal 2001 the filing  requirements
applicable to its directors and executive officers were not satisfied.

<PAGE>

ITEM 10: EXECUTIVE COMPENSATION

Remuneration and Executive Compensation

The following  table shows,  for the three-year  period ended December 31, 2001,
the cash compensation paid by the Company, as well as certain other compensation
paid for such year, to the Company's Chief  Executive  Officer and the Company's
other most highly  compensated  executive  officers.  Except as set forth on the
following  table, no executive  officer of the Company had a total annual salary
and bonus for 2001 that exceeded $100,000.

<TABLE>
Summary Compensation Table
<CAPTION>
                                                                                 Securities
                                                                                 Underlying
Name and                                                                         Options       All Other
Principal Position                    Year     Salary     Bonus      Other       Granted       Compensation
------------------                    ----     ------     -----      -----       -------       ------------
<S>                                   <C>      <C>        <C>        <C>         <C>           <C>
Bhupinder S. Mann                     2001     $88,483      $0        $0               0            $0
CEO, President, Director              2000     $73,446      $0        $0               0            $0
                                      1999          $0      $0        $0               0            $0

Harmel S. Rayat*                       2001    $12,000      $0        $23,894          0            $0
Chairman, Director                    2000     $12,000      $0        $0               0            $0
                                      1999          $0      $0        $0               0            $0

Jasbinder Chohan                      2001          $0      $0        $0               0            $0
Secretary, Treasurer, Director        2000          $0      $0        $0               0            $0
                                      1999          $0      $0        $0               0            $0

</TABLE>

*During 2001 and 2000, the Company  accrued  $144,000 and $100,000 to operations
for  management  and  consulting  fees  incurred for services  rendered.  Of the
$100,000 accrued in 2000, $12,000 was paid in 2000 and $12,000 in 2001.

Stock Option Grants in 2001

Shown below is further  information  regarding  employee  stock options  awarded
during 2001 to the named officers and directors:

<TABLE>
<CAPTION>
                           Number of     % of Total
                           Securities    Options
                           Underlying    Granted to     Exercise    Expiration
Name                       Options       Employees      Price       Date
----                       -------       ---------      -----       ----
<S>                        <C>           <C>            <C>         <C>
None

</TABLE>

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 15th, 2002, the beneficial ownership
of the  Company's  Common Stock by each  director and  executive  officer of the
Company and each person known by the Company to beneficially own more than 5% of
the  Company's  Common  Stock  outstanding  as of such  date  and the  executive
officers and directors of the Company as a group.

<TABLE>
<CAPTION>
                                                     Number of Shares
Person or Group                                      of Common Stock                        Percent
---------------                                      ---------------                        -------
<S>                                                  <C>                                    <C>
Harmel S. Rayat (1)                                     1,167,110                           70.8%
216-1628 West First Avenue
Vancouver, B.C.  V6J 1G1 Canada

Bhupinder S. Mann                                           8,080                            0.5%
216-1628 West First Avenue
Vancouver, B.C.  V6J 1G1 Canada

Jasbinder Chohan                                            32,335                           2.0%
216-1628 West First Avenue
Vancouver, B.C.  V6J 1G1 Canada

Directors and Executive Officers                         1,207,525                          73.3%
as a group (3 persons)

</TABLE>

(1) Includes  320,000 shares which may be acquired  pursuant to options  granted
and exercisable under the Company's 1998 and 1999 option plans and 47,110 shares
held by Tajinder Chohan,  Mr. Rayat's wife.  Additionally,  other members of Mr.
Rayat's  family  hold  35,295  shares and 40,000  shares  which may be  acquired
pursuant to options  granted and  exercisable  under the  Company's  1998 option
plan. Mr. Rayat disclaims  beneficial ownership of the shares beneficially owned
by his wife and other family members.

<PAGE>

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Advances to related  parties of $40,500 at December  31, 2001  represents  funds
advanced to a shareholder bearing interest at 4.75% per annum and due in full on
September 26, 2002.

Loans from related  parties of $42,017 at December 31, 2000 represent  unsecured
advances  from the  director  and  majority  shareholder.  The  amounts  bear no
interest and are due on demand. The amount was paid in full in March 2001.

On September  15, 2000,  the Company sold 100% of the voting common stock of its
wholly-owned subsidiary, Email Solutions, Inc., a Nevada Corporation, to Entheos
Technologies,  Inc.,  for  $283,000.  Email  Solutions,  Inc.'s  assets  consist
principally of software and computer hardware  equipment used in the emailing of
Innotech's public company and mutual fund news alerts. Entheos provides emailing
services for the Company.  The director and majority  shareholder of Innotech is
also the director and majority shareholder of Entheos. Included in the statement
of operations is a gain on the sale of the transaction of $27,591.

During 2001 and 2000,  the Company  charged  $144,000 and $100,000 to operations
for  management  and  consulting  fees  incurred  for  services  rendered by the
Chairman and majority shareholder.  Included in accounts payable at December 31,
2001 and 2000 is a payable of $220,667  and $88,000 for these fees.  The Company
also paid $22,847 to one of the Company's  stockholders for consulting  services
rendered.

The Company  leases  office  space  located at 1628 West 1st Avenue,  Suite 216,
Vancouver,  B.C.,  for  approximately  $2,450 per  month,  for a period of three
years,  with an  option to renew for a  further  three  years  from the wife and
father of the Company's  Chairman.  Rent expense  charged to operations for 2001
and 2000 was $28,824 and $10,716, respectively.

Future minimum rental commitments are $28,000 for 2002 and 18,667 for 2003.

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.


                                   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 15th th day of
March, 2002.

                                                      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 15, 2002
-------------------             ---------------------          --------------
Harmel S. Rayat



/s/ Herdev S. Rayat             Director, Secretary/Treasurer  March 15, 2002
-------------------             -----------------------------  --------------
Herdev S. Rayat